Superman: The Ultimate Marvel
by Classic Cowboy
Summary: SupermanUlt Marvel comics. They can be a great people, Kal El, they wish to be. They only lack the light to show the way. For this reason above all, I have sent them you... my only son.
1. Chapter 1

**_When you are old enough to read these words  
Their meaning will unfold  
These words are all that's left  
And though we've never met, my only son  
I hope you know  
That I would have been there to watch you grow  
But my call was heard and I did go  
Now your mission lies ahead of you  
As it did mine so long ago  
To help the helpless ones who all look up to you  
And to defend them to the end_ **

_Defender_

**_Ride like the wind  
Fight proud my son_**

**_You're the defender  
God has sent_ **

**(Defender – Manowar)**

**SUPERMAN: THE ULTIMATE MARVEL**

**_Many Years ago … _**

_**Algo** _**_City, Planet Krypton_ **

"General Zod, Non, and Ursa," a booming voice spoke as the three criminals stood in a large circular room. "You have been charged with treason, various cases of murder, and countless war crimes against the Planet of Krypton. How do you plead?"

"Insolent fools," the woman Ursa snapped, fighting against her restraints, "the Great Zod pleads to no one!"

"We the Council of the Free Planet of Krypton find the accused … Guilty. Jor-El, you may begin their punishment."

A dark haired man in red and blue robes walked out of the shadows and approached a control panel near the three criminals. "Jor-El, do not do this, free us and we will save the world. Do this and you doom us all."

"You've gone down a path I cannot follow, Zod," Jor-El shook his head, pressing buttons on the control panel. "May you someday find peace, brother," he said before light appeared at the criminal's feet, sucking them downward screaming.

"Thank you, Jor-El, you did what-" The Head of the Council started, but the man waved them off.

"Save it," Jor-El said sadly, "I'm just waiting for you to put me in there. After all, it was my idea that drove him to this. I suggested we continue to develop our military to combat the Herald, and he took it a great deal too far."

"Galactus, the Silver Surfer," the Councilman laughed, "That is the stuff of children's stories! That was old religious stories to keep our planet clean. You mustn't take the legends seriously."

"I still say we need to evacuate to some of the other worlds in the system. The Skrulls have been fought back. Even if I'm wrong, this is as good a time as any to expand our population." Jor-El argued.

"All space travel is prohibited, Jor-El, you know this," the Councilman said more firmly.

"Don't worry, my wife and I won't leave the planet," Jor-El waved him off. "I swear it. Now if you'll excuse me. My Family awaits…"

"Of course, give Lara, Kara, and little Kal my greetings." Jor-El didn't reply as he left the Capitol Building and made his way home.

A short walk later, Jor-El entered his family home and found his wife sitting in a seat fast asleep. Jor-El leaned down and kissed Lara's forehead, stirring her awake. "Oh, you're home, Jor-El, Zod …"

"It's all been taken care of, my love," Jor-El gave a tight smile. "Kal-El asleep?"

"Are you kidding? Do you think Kara would give us grace of letting the child wind down before bed?" Lara grinned to her husband before standing at his side and leading him to the nursery.

Jor-El couldn't help but smile when he saw his sixteen year old orphaned niece dancing around the room holding a dark haired baby boy in her arms. Kal-El's coos and laughs echoed the room as Kara sang and danced around letting her long blond hair whip around them. "Is this your idea of putting the baby to bed, Kara?" Jor-El smiled warmly.

"Me and Kally were just dancing, Uncle Jor," Kara flashed a bright toothy smile. "Maybe someday he'll be able to take the lead for a change." She added, sticking out her tongue at the baby in her arms.

"I'm sure he will, and with you for a teacher, he'll be a graceful dancer," Lara said, placing a hand on the young girl's shoulders. "Now, it's getting late, and we all need rest, especially Jor-El."

"Aw … ok, I'll see you bright and early in the morning, Kally," Kara said, kissing Kal-El's forehead before handing him to her mother. "Night, Uncle Jor, night, Aunt Lara," she said, walking past her foster parents.

"Her father would be proud of how she's growing up," Lara smiled fondly after her.

"I just hope she'll have the chance to continue to grow up …" Jor-El sighed sadly.

The Family all prepared for bed, none aware this would be their last night as a family …

**(S)**

Early the next morning, before the sun could cast its crimson rays across the planet, Jor-El woke up with an odd sense of dread. He climbed out of bed quietly so not to disturb his wife, walked out of the bedchamber and gasped when he saw someone standing on the balcony. The man looked as if he was made of pure silver and held a large board at his side. Jor-El timidly opened the door and walked toward the stranger.

"Hello, Jor-El of Krypton. I have been watching you," the Silver Surfer said in Jor-El's native language.

"You're the Silver Surfer…" Jor-El stared at the man.

"That is what some have called me, one of the kinder titles I have received," the Surfer stated, "You know of the coming tragedy of this world. I am aware of your forewarning your peers, yet it has been to no avail. I have come and shown myself unto you as a last chance to warn your people. Take me to your Council so that I may plead with them to save your people before it is too late."

Jor-El wasted no time getting dressed and calling an emergency meeting of the Council. And while he was sure most were going to complain, all complaints died when they saw the silver skinned man following Jor-El into the Council chamber.

"Jor-El, what's the meaning of this?" several Councilmen questioned as they stared at the Surfer.

"Leaders of Krypton, I come baring a warning. Galactus is coming." The Surfer proclaimed with practiced ease. "He will destroy this world and all on it. Without delay, he will be here in twenty-four hours. I can buy you all a week or two to evacuate, but no more. This planet's time is up; it is up to you if her people will live on or not." He finished and the Council broke into hushed whispers and horrified expressions.

"You underestimate the people of Krypton," the Chairman stated with a smirk. "We have a weapon that can defeat any opponent. It has worked on General Zod's rebellion and it will work even greater on Galactus and his craft."

"You don't mean …" Jor-El's eyes widened.

"Tell Galactus to come; we will be ready." The Chairman waved off the Surfer and glanced to the rest of the Council. "Prepare to bring Brainiac back online."

The Surfer looked down sadly before glancing to Jor-El as he hopped on his board. "Get your family off Krypton. Do not let this great people be completely destroyed. Your son, especially, I sense a great destiny for him." The Surfer said before rocketing out of the chamber in a streak of light.

Jor-El glanced to the council then to the exit before running out. "Do not do anything foolish, Jor-El!" The Chairman called after him.

Jor-El ran straight home "Lara, Kara, get Kal-El," Jor-El said frantically, "We're leaving … now!"

"Jor-El, what's going on? Should we pack anything …" Lara asked, frightened by the horrified expression on her husband's face.

"No, just take the clothes you're wearing now." Jor-El said, glancing up to see the equally nervous Kara coming down with Kal-El in her arms. "The Council's doomed us all. We're leaving on the rocket at the space center... while we still can." Jor-El paused only a moment to grab the memory crystal he had been got for Kal-El for when he was older and placed it to his own forehead for a moment, recording several new memories into it. "That should do. Let's go, hurry!"

The family ran to the nearby space port and Jor-El lead them toward the large rocket craft he designed. "We'll go into hibernation for the trip. I'm going to get us as far away from Krypton as we can," He said, pausing at the control panel for the rocket.

"Where to … wait … small planet … far enough below us in technology and knowledge for us to learn to fit in … perfect. Let's go!" He ordered leading his wife and niece toward the rocket.

"JOR-EL, FREEZE!" A group of troopers ordered, aiming their weapons at the family before opening fire. Jor-El pushed Kara down but wasn't fast enough to save Lara who took several hits and was likely dead before she hit the ground.

"AUNT LARA!" Kara cried as she watched the woman who raised her fall.

"Kara, we have to hurry!" Jor-El said, avoiding looking at his fallen wife and pushing the distraught teenager and crying baby to the shuttle, taking several hits to the back as he went.

He quickly helped Kara into one chamber and sealed it before he took Kal-El to a smaller one toward the front. "I will always be with you, my son. Take care of each other …" He said, placing the crystal to his forehead for another moment, then placing it with the baby and sealing the pod. "I love you both, my children … now … fly … fly …" He said, falling back from his injuries as the rocket's engine took to life and shot into the sky.

**(S)**

"Sir," A trooper said reporting to the Council. "Jor-El and his wife have been killed … and their children have escaped the planet."

"So be it, there's nothing we can do for them now." The Chairman said sadly, "Is Brainiac ready to activate?"

"Yes, sir," Another councilman said, "Brainiac should come online any moment now."

A moment later, on the main screen of the Council Chamber, three green dots in a triangular formation appeared. "Welcome back to the land of the living, Brainiac." The Chairman greeted. "Brainiac? Has his audio reception activated yet?"

"Threat analyzed," Brainiac's digital voice spoke up. "Suitable means for prevention of Galactus attack formulated. Beginning operation now."

"Um … Sir!" One of the Council members called out frantically. "The Power Plants … they're all overloading!"

"Which ones?" the Chairman asked glancing to the screen.

"A-All of them! And all the armaments are arming." The councilman was breathing rapidly in fear. "All of them are targeting Krypton's most volatile fault lines …"

"Brainiac, what's the meaning of this!" the Chairman asked hotly.

"There is no way to match Galactus' power," Brainiac's digital voice spoke. "Only logical course of victory is prevention of Galactus gaining Krypton's resources by destroying them. Farewell." It said as the screen blinked off. The planet shook with chaos, but the Chairman sat in his seat in utter shock as all life on the planet Krypton ended.

**(S)**

_**SHIELD Defense satellite … several months later.** _

"General Fury, sir," an operator spoke through the calm to the SHIELD Headquarters seeing the face of the newly assigned leader of SHIELD.

"What is it, Doctor," Nick Fury asked, narrowing his good eye at the scientist with his lips in a tight line surrounded by his goatee.

"We have an incoming alien craft. Detecting two life signs on it."

"Is it hostile?" Fury asked.

"I'm not sure…"

"Shoot it down." Fury ordered before the screen blinked out.

The Doctor nodded anyway to the blank screen and he and his crew began arming the missile systems on the satellite, locking on to the small craft. Dr. Hamilton looked away as the missile fired and struck the small craft breaking it in half, both parts falling out of control toward the earth; the largest part falling toward the northern United States, the other falling toward the Midwestern States. "Track the largest part, maybe we'll find survivors."

**(S)**

_**16 Years Later** _

A young teenager with shaggy dark hair sat in the loft of his family farm with his blond headed best girl friend, staring out on the clear afternoon. Clark Kent was your typical Smallville, Kansas teenager; he had friends, insecurities, and growing problems. And like others he has read about, his were a bit different. "So …" Clark's best friend Chloe asked, kicking her legs out as she sat back on the old couch. "When are you going to tell the 'rents that you're a "you-know-what"?"

"Gee, I don't know," Clark smiled, pushing his glasses up on his nose. "'Hey, Ma, Pa, just thought I'd let you know I'm a mutant. What's for supper? Meatloaf again?' Yeah, that would go just great!" Clark took off his glasses and glanced to Chloe, then turned quickly and replaced the special glasses Chloe had got for him with shielded lenses. "Shoot, forgot… sorry, Chloe."

"Don't worry bout it, Clark," Cloe smiled, "Though I wonder if I should be flattered or insulted that you refuse to check me out with those X-Ray peepers."

"Maybe I can keep it a secret, you know?" Clark asked, sitting down beside her.

"Clark, a year ago Lex hit you with a CAR, and you didn't get a scratch. You can see through things, burn holes through walls when you get mad just by staring; you're tougher than a train, one of those new ones, not the sucky, old locomotives, faster than a bullet, and can leap tall haylofts in a single bound. Lana's already getting super-suspicious; are you wanting to push her away?"

"No, yes, maybe, I don't know …" Clark put his head in his hands.

"You need to talk to your parents," Chloe rubbed his shoulder affectionately. "I did some research on the web; there's a place that can probably help you: Xavier's School for Gifted Youngsters. I'm pretty sure, with all you can do, you'd qualify for admission and probably get a scholarship."

"Maybe you're right …" Clark sighed after a moment.

"Of course she is," another voice spoke from the stairway. "She's my cousin, hence she'll always have superior judgment over a lowly farmboy like you, Smallville."

"Um … did you hear what we were talking about, Lois?" Clark asked nervously as the slightly older yet feisty brunette came bouncing into the loft.

"Nope, but Chloe's right on default when talking with you, Kent," she said, walking up and rapping her knuckle on his head. "See? She's got brains where you have nothing but air beneath the hair."

"What's up, Lois?" Clark asked quickly, changing the subject.

"Just thought I'd pop in and say bye," Lois said, growing serious. "I got a job and I owe it all to you two. Chloe's teaching and your knack for getting me into trouble, Smallville, helped me get a job as a reporter for a paper in NYC. I leave first thing in the morning to meet Mr. Jameson."

"You're leaving?" Chloe blanched, "New York City paper, that's … great!" she said, jumping up to hug her cousin.

"Thanks," Lois nodded before glancing to Clark expectantly. "Well, where's my praise and admiration, Smallville?"

"You won't last a week in the big city," Clark said, crossing his arms and looking back at her challengingly.

"Excuse me?" Lois narrowed her eyes. "I was raised in Metropolis, I'll have you know. I'm perfectly capable of taking care of myself."

"I'm not sure staying on a military base with 'Thunderbolt' Ross would be considered living in the city, Lois, and being a general's stepdaughter, you probably had plenty of security even if you didn't realize it," Clark added, adjusting his collar.

"That's the biggest bunch of crap I ever heard," Lois narrowed her eyes. "I'm on to you, though. You can't bear the thought of me leaving without you confessing your eternal love for me; that's it, isn't it?"

"I'd just soon confess my love to Pa's prized pig," Clark replied with a yawn, "Betsy gives better conversation."

"You stupid hick!" Lois growled.

"I take that as a compliment, brat," Clark smirked in reply.

"Ok, Ok, let's all keep this civil, here," Chloe stood between the two.

"Seriously though, Lois, be careful over there," Clark said, turning serious.

"I'm always careful, Smallville," Lois puffed a lock of hair from her face, "You're the one I always have to rescue. Bye, guys, don't forget to write!"

"I give her two weeks before she gets in trouble…" Chloe said after Lois had left the property.

"There's plenty of heroes over there, though, I just read that Captain America's back," Clark grinned, remembering the article of his favorite hero growing up.

"You're still going to fly by every so often to keep an eye on her, aren't you?" Chloe asked, crossing her arms.

"I have no idea what you're talking about," Clark smiled, stepping toward the stairs. "After all, she was the one rescuing me, remember?" He turned to see Chloe still staring at him coolly. "OK, I'll talk to Ma and Pa as soon as they get in."

Chloe finally stood and walked to her friend, whose six foot two towered above her small five foot five frame. "Good, 'cause they just pulled up." She said before standing on her toes to kiss his cheek. "You can do it, Superman." She said, calling him her personal nickname for him. "Want me to stay and back you up?"

"Na, I've got it, Chloe," Clark smiled as he turned to see his parents getting out of his dad's pickup in front of the house. "Thanks for the offer."

Clark walked Chloe to her car and waved as she pulled out of the Kent Farm's driveway before turning to the front door and taking a deep breath. "Here we go, Clark … are you man or superman?" he asked himself before walking into the house.

Clark found his parents in the kitchen; Martha Kent was fussing over the kitchen, preparing supper, her red hair waving behind her as she moved quickly. Jonathan Kent sat at the table reading the news paper. "Ma … Pa … I need to talk to you guys about something … it's important…" Martha stopped instantly and moved to stand beside her husband, watching the teen worriedly.

"What's wrong, son, still doing well in school?" Jonathan asked, sitting down his paper.

"This may be a bit hard for you guys to accept. I know some people really don't like … people like me …" Clark said awkwardly, avoiding looking his parents in the eyes.

"People like you? Clark, what's going on?" Martha asked, a worried motherly tone to her voice.

"Ma … Pa … I'm …" Clark took a deep breath, "I'm a mutant …"

There was a tight, thick silence in the Kent family kitchen for several moments.

Clark's eyes widened when his mother just went back to work and his father let out a breath. "Great Scott, Clark, I thought this was something serious."

"Ma! Pa! I just told you I'm a mutant … shouldn't you … be shocked … threatening to disown me … turn me over to the government? SOMETHING?" Clark blanched.

"Oh, nonsense, dear, you've been watching the news too much," Martha patted her son's cheek, "And you most certainly are not a mutant, Clark."

"Um …" Clark blinked before pushing himself into the air in the middle of the kitchen, then pulling off his glasses to light one of his ma's candles with his heat vision. "If I'm not a mutant, how can I do this?" He asked, replacing his glasses and settling back down to the floor.

"Maybe it's time we had a confession of our own, son," Jonathan said, running a hand through his shaggy blond hair before putting on his ball cap. "Martha, time to show the boy the package the stork left him in."

**To Be Continued ...**


	2. Chapter 2

**Chapter 2: Up, Up, and Away **

_**5 years later …**_

"LANE!" the distinct bellow of J. Jonah Jameson echoed through the Daily Bugle newsroom. "IF YOU'RE NOT IN HERE IN THE NEXT FIVE SECONDS, YOU'RE FIRED!"

"You bellowed, J.J.?" Lois Lane asked as she walked into the office of the Editor of the _Daily Bugle_.

"Right… I just got the call to evacuate the building. The Hulk's rampaging in downtown Manhattan and coming this way." Jonah stated in his usual, angry, bitter tone.

"So, you want me to start the evacuation?" Lois asked, already knowing the answer.

"Do you see this, Lane?" Jonah said, holding up the intercom. "This is called an intercom. If I wanted to evacuate the building, I would have told everyone to get the hell out of my building. As I have not, I don't. Don't put words in my mouth unless you want to be looking for a new job!" Jameson took a drag of his cigar. "What I want you to do is take Olson on the news chopper and get some photos of the carnage. With any luck, we can get a shot of Spider-Man and pin this on him."

"Oh, thought you had a challenge," Lois sighed, glancing down at her nails.

"So, why are you still in my office, Lane?" Jonah bellowed again, "GET OUT AND GET TO WORK OR YOU'RE FIRED!" He yelled from his desk.

"Whatever you say, boss," Lois waved as she walked out of the office.

**(S)**

Meanwhile, not far from the carnage, a man was walking leisurely in the opposite direction of the panic-stricken crowd. His face was buried in a map as he continued on his way as if the city wasn't in the brink of chaos. "Pa was right; the Big City is crazy …" he said, glancing up and pushing his glasses up on his nose. The man was tall, at least six foot two, with broad shoulders and a strong build, dressed in business attire.

He glanced up to see Iron Man flying overhead in the same direction he was traveling. "Wow," he breathed, seeing the Armored Avenger and then shortly thereafter the Fantasticar with the Human Torch flying beside it. "Wonder if they could use a hand …" he whispered, glancing down at the blue suit just under his button-up dress shirt. "Jor-El did say to see where I'd be most needed … sure would be nice to find a good apartment first…"

An armored personnel carrier went rolling down the street past him... on its side. "Ok … help out first, apartment hunt later…" he said easing into an alley while unbuttoning his shirt.

**(S)**

"HULK SMASH!" The green giant screamed as he slammed his fists through a SHIELD transport jet.

"Set a perimeter!" Captain America, leader of the Ultimates, ordered as the Ultimates, the Fantastic Four, and the vigilante Spider-Man tried to surround the monster of a man.

"How do you normally calm him down?" Dr. Reed Richards a.k.a. Mr. Fantastic of the Fantastic Four asked as he bent his body to dodge thrown debris.

"We usually use Betty Ross," Iron Man said as he touched down beside the two heroes.

"Ok, and we haven't done that yet why?" Sue Storm asked, raising a shield around them.

"They broke up …" Captain America mumbled. "That's sorta why he hulked out and tore a hole in SHIELD HQ."

"Scorned lover," the rocky Ben Grimm said, stomping toward the monster. "I'll give it a go… let's go, Matchsticks. IT'S CLOBBERIN' TIME!"

"You sure a head-on attack is a smart move, Benji?" Johnny Storm a.k.a. The Human Torch asked, flying beside the running rock-giant.

"Got a better idea?" Ben asked before he threw his first punch right to the distracted Hulk's face… which caused no effect whatsoever. "Uh oh …" Ben gulped when he saw the Hulk slowly turn his growling face toward him.

The Hulk grabbed The Thing by the shoulders and lifted him into the air. "Helicopter noise make Hulk's head hurt …" he growled, glaring at the Bugle news chopper circling the scene.

Before Ben could even yell, the Hulk hurled him toward the chopper head first and lodged into the rear of the vehicle nearly tearing the helicopter in two.

Spider-Man leapt and quickly created a webbing net for the out of control chopper, but it just barely slowed it down.

"SUE!" Reed yelled, but before the Invisible Woman could lift her arms, the helicopter stopped in mid-fall. "Great catch, Sue!" the leader of the Fantastic Four praised.

"Um … that wasn't me …" Sue blinked, glancing to her boyfriend.

"Then … who's got it?" Captain America asked as the helicopter touched down.

A moment later, a man walked around from the other side. He slicked back hair with a single strand going over his forehead and was dressed in blue and red tights with a long, flowing, red cape and an odd symbol on his chest. The symbol was in the shape of a yellow diamond with red trim and a large, red 'S' shaped symbol in the center. "Are you all ok?" the man said, ignoring the battle to help Lois, Jimmy, and the pilot from the damaged vehicle.

"Let me give you a hand, friend," the man said, turning to the trapped Ben Grimm and began to bend and twist the metal he was trapped in as if it was paper. "You alright?" he asked, helping Ben to his feet.

"Thanks, Mac," Ben said, turning to the guy. "You new 'round here? Who are ya?"

"Just a friend," the man smiled before turning to the Hulk. "I think it's time to calm down, Sir."

"HULK NO CALM DOWN! HULK ANGRY, LITTLE CAPE MAN," Hulk screamed at the calmly approaching newcomer.

"Just settle down, and we can talk about this like rational people," the man said. All the heroes present just watched in awe, waiting for the man to be decapitated. "I don't want to have to fight you. I've read about you and your condition, friend. This isn't your fault…" he said, stopping before the behemoth and resting his hands on his waist.

"HULK NO SETTLE DOWN! HULK NO TALK! HULK SMASH PUNY CAPE MAN!" Hulk screamed as he reared back and punched the man right in the chest over the symbol. What happened next left the whole area in dead silence, even the Hulk was speechless.

"I'm giving you one last warning to calm down," the completely unaffected man narrowed his ice blue eyes. "I won't warn you again."

"Dude …" Spider-Man blanched, "He didn't even flinch! I think I have a new hero!"

"Cape man weird …" Hulk looked at him with his head cocked to the side. "Hulk just have to smash harder!" He yelled before lifting both fists up to axe handle him, but the caped hero beat him to it, giving him a massive uppercut that lifted the Hulk high in the air.

"Try to be nice, and people try to walk right over you," the man said, kicking off the ground to fly past him. "Pa was right; city life's different," he muttered to himself as he gave a double axe handle to send the Hulk flying back to the ground with a sickening thud.

"Ready to calm down yet?" the man asked as Hulk struggled to his feet.

"Hulk just getting … angry …" he growled, seemingly growing bigger.

"It's time for you to cool off," the man said before tackling him with the speed of a rocket and lifting him high in the air before he could even react.

"Going …" Spider-Man said, breaking the awe-induced silence by putting his hand over the eyes of his mask to shield from the sun. "Going… GONE! HOME RUN BY THE ROOKIE OF THE DECADE!"

Hulk could only roar as the man lifted him higher and higher at such a speed that he couldn't even fight back. "Take slow, easy breaths," The man yelled as they rocketed higher and higher into the atmosphere. Hulk's eyes began to grow heavy as his muscle mass began to decrease. "That's it, friend. Take a nice nap…"

"Welcome back, Dr. Banner," the man said as he began to descend slowly with the skinny, unconscious form of Bruce Banner in his arms. "Let's get you home."

Captain America and the Ultimates could only stare in shock as the man descended before them. "I believe I have a friend of yours here, Captain," the man smiled as he approached the living legend with Banner sleeping soundly in his arms. "If I may I might suggest finding some way to lower his stress level until he can discover a cure for his problem." He said, handing Banner to the leader of the Ultimates.

"Who are you, son?" Captain America asked, finally finding his voice.

"Just a fan, trying to live up to your example," the man smiled before nodding to Lois and Jimmy and then kicking back off the ground and flying through the air.

"Cape Guy just kicked Hulk's fanny," Spider-Man quipped before firing a webline to swing away. "I'd say he's off to a good start." He said swinging away

Cap just stared after Spider-Man for a moment before glancing down to Banner. "General Fury?" Captain America spoke into his built in mic, "Very interesting development."

**(S)**

An hour later, Lois came barging into Jonah's office with a handful of pictures and a fully typed story. "Jonah! I got front page easy!" she called out excitedly.

"Too late, Lane," Jonah replied, glancing to the man seated before his desk. "Our new reporter, Kent, just made his first front page! 'Superhero saves Superheroes'." The usually embittered editor said with a rare smile as he waved his hands out in front of him, emphasizing the headline.

"I wouldn't really say he saved the other superheroes, sir," Kent replied shyly. "It really was a team effort. The others, especially the Thing, tired him out before he showed up."

"Yeah, yeah, whatever, you write the stories, and I'll make the headlines, ok?" Jonah waved him off.

"B-but, THAT'S MY STORY!" Lois called out. Jonah looked up at her as if he was surprised she was still there.

"Let me see that." Jonah grabbed the paper from Lois' hand and skimmed over it. "Crap, crap, biggest load of crap I ever seen. Especially compared to Kent's." Lois rolled her eyes and started to leave, "DID I TELL YOU YOU COULD LEAVE?" Jonah barked, "SIT DOWN!"

"You gave a bunch of crap; he gave solid silver. Do you know what you get when you combine crap and silver?" Jonah asked, glancing to the two confused faces. "Escargot! I'll just cut and paste these two articles together into one and put both your names on the byline. OK? OK!"

"Oh, have I introduced you two?" Jonah finally said, glancing to the pair. "Lois Lane, Clark Kent. Kent, Lane's our top reporter, but if you keep throwing stories like this my way, you'll bump her spot in no time."

Normally, a comment like that would cause Lois to go into a fit, but she heard nothing after the name. "SMALLVILLE?"

"I wondered if you'd recognize me, Lois…" Clark smiled sheepishly.

"Of course I didn't. I've never seen you without flannel," Lois gawked looking him up and down. "I thought you were dead."

"Nah, just took a little trip," Clark replied. "Spent a lot of time up north."

"You know each other? GOOD, YOU'LL WORK WELL TOGETHER!" Jonah exclaimed, "Make my life a hell of a lot easier." He said, lighting a cigar.

"Would you mind not smoking, Mr. Jameson?" Clark asked, glancing to the editor.

"Don't like smoking?" Jameson asked, taking a drag of his cigar, "I don't see any no-smoking sign," he said, blowing smoke directly to the no-smoking sign.

"Anyway, what's this guy's name?" he asked, looking at the picture. "According to our article, Kent, Hulk called him 'Puny Cape Man', but that just doesn't spark. We need something with an S like that symbol on his chest… Space Man, Spandex-Man, Supreme …"

Lois stared at Clark for a good minute while Jonah rambled with names. Clark was getting edgy when Lois finally spoke up. "What was it Chloe and Lana used to call you, Smallville?" Her face finally lit up as she snapped her fingers. "I got it, JJ: Super-Man!"

"Super-Man? Lane, no more crap from you! Get your head in the game!" Jonah barked, "What's wrong with you? The Thing knock you in the head when he hit the chopper? Now, what to call this guy … I GOT IT!" Jonah stood up and held his hands and fingers like a box before him. "Picture this. It's perfect! **SUPERMAN**!"

"Genius, Mr. Jameson …" Lois rolled her eyes.

"Superman …" Clark gained a thoughtful look. "I like it."

"Ok, article, picture of the guy, we're all set here. Welcome to the Bugle, Kent. You'll be in desk thirty two. Make yourself at home. We're all one big, happy family here." Jameson smiled before touching the intercom. "PARKER! GET IN HERE BEFORE I FIRE YOU!"

Clark glanced up to see an eighteen year old young man walk into the office, he was thin but muscular, kind of a acrobatic frame well hidden by his baggy clothes, and shaggy brown hair almost in his eyes. "Wanted to see me, Mr. Jameson?" Peter Parker replied, glancing past Clark and Lois to the editor.

"I want this on the website's front page. 'New York finally gets a real solo hero: Superman!'" Jameson instructed.

"What about Spider-Man and Daredevil and …" Parker tried to argue.

"Criminals! Now, if they were like this guy," Jameson held up a picture of the new hero. "Then, they'd be real heroes. Takes a real man to show his face and not hide behind a mask!"

"I wouldn't go that far, Mr. Jameson," Clark countered, standing beside Peter. "Takes a lot of bravery just to do what Spider-Man and Daredevil and the other local crime-fighters do. Not taking away from the police and local authorities, but it's really a team effort."

Jameson stared at the two for a moment before laughing loudly. "Well, whaddya know; I hired a regular little league coach!" Jonah cleared his throat. "Nice speech there, Kent. Parker, get to work, Lane, give Kent a tour of the office."

"Do I have to?" Lois sighed, still seated. She saw Jonah's glare and exhaled in defeat. "Let's go, Smallville."

Lois introduced Clark to several of the other reporters and photographers, Jonah's right hand: Robbie Robertson. "And this kid you met a second ago is the webmaster of the Bugle's website," Lois said as Clark stopped before the young man in a corner desk of the newsroom, "Peter Parker. Pete, this is Clark Kent, new reporter who finally decided to leave the boondocks of Kansas."

"Hey, Peter. Nice to meet you," Clark said, taking Peter's hand.

"Hey, CK," Peter smiled at the taller man. "That was really cool of you standing up for the local heroes. W-They don't get a whole lot of good press."

"I never liked anyone badmouthing people who are doing the right thing," Clark smiled with a nod.

"You never liked anyone badmouthing anyone," Lois rolled her eyes. "I swear, Smallville, you make boy scouts look like druggy punks."

"And you aren't happy unless you're badmouthing something," Clark replied, turning on his old friend.

"I can't help it if my expert opinion and correctness offended you," Lois replied, trying to get in Clark's face, but not really suceeding because of her smaller stature.

"So, you two used to date?" Peter asked, watching the exchange.

"NO!" The both replied in unison with such force that Peter's spider-sense flared.

"Me? Date this hick?" Lois snorted.

"If she was the last woman on the earth, I'd just soon switch teams," Clark replied, locking Lois with a mutual death glare.

"Things are gonna get entertaining around here …" Peter chuckled to himself.

**(S)**

"Very interesting," General Nick Fury said, walking beside Captain America through the damaged SHIELD Headquarters. "More powerful than the Hulk?"

"I'm not sure about more powerful," Captain America replied, "But he certainly met him blow for blow. The surprise helped him a great deal."

"My source in the Daily Bugle said that they've dubbed him Superman. Seems appropriate." Fury stated, "He could be trouble, though; someone with that much power could easily become a threat to national security."

"I agree, General," Captain America said, glancing out of the large gaping hole in the side of the base, which led through the trail of destruction the Hulk created. "But … he was incredibly polite. You don't see that often in people with that much power." The Star-spangled Avenger glanced down at his shield on his arm. "He was very modest. Concentrating on getting the passengers and pilot of the damaged helicopter to safety and then freeing Mr. Grimm. He sort of reminded me a lot of myself … before…"

"He's obviously very green," Fury stated, glancing back at the Captain. "We'll have a counter-situation prepared in case he goes rogue."

"The man sent the Hulk into the air with a single uppercut, sir." America pressed.

"Don't worry, Captain. I'll handle it. Now, go get some rest, soldier." Fury gave a quick salute. "You'll be introducing a new member to the Ultimates probably within the month."

"New member?" Captain America tilted his head.

"Yes, her codename is Power Girl. Give you more info later." Fury nodded, "now, get some rest." He said, walking away from the leader of his elite unit.

Fury walked through the lab, punched in an access code and then pressed his hand on a scanner. The wall opened to reveal a hibernation chamber, which slowly opened with a hiss.

A girl inside slowly opened her eyes. She wore a form-fitting white leotard with a low V-cut neck revealing a good bit of cleavage, blue gloves and boots, and a red cape. Her blond hair was cut short, and as her deep blue eyes slowly blinked open, her pretty young face showed pure confusion. "What … What happened? Father?" the girl asked, looking up at Fury.

"Don't worry, Linda, It's alright." Fury said, stroking some blond hair from the girl's face. "We need you."

**To Be Continued … **


	3. Chapter 3

**Chapter 3: The Phantom Menace **

The elevator door slid open on the main floor of the Daily Bugle, and Clark Kent stomped into the Newsroom with a seriously annoyed expression on his face. He pushed his glasses up on his nose angrily as he gripped a rolled up newspaper in his other hand.

"Hey, Smallville," Lois waved.

"Not now, Lois," Clark growled, shocking the star reporter.

Lois watched him stomp on toward the Editor's office. "Damn, one day on the job and JJ's already ruffled farm boy's feathers … this I gotta see!"

She hopped to her feet and followed Clark as he almost tore the door to J. Jonah Jameson's office off its hinges. "With all due respect, Mr. Jameson, what the heck is this crap?" Clark asked angrily, unrolling the morning's edition of the Daily Bugle, with the headline "Superman calls Spider-Man and other masked 'heroes' cowards!" by Clark Kent.

"Not sure what they call them in Kansas, Kent, but 'round here we call those newspapers." Jameson smirked at the new reporter.

"No, what is that with my name under it?" Clark asked pointing out the headline, "Superman didn't say any of that!"

"Well, not exactly, but he did say he didn't have anything to hide, so he didn't see the need for a mask," Jameson shrugged, "I took that as him thinking the ones who did were a bunch of lily-livered cowards, but that was too big for the headline."

"You're just using him to verbally attack Spider-Man!" Clark bellowed, crushing the entire paper in his grasp. "Superman never even mentioned Spider-Man in the interview. I never even wrote a WORD about him in my article. Explain to me HOW he got put in the headline?"

"Hey, if it sells papers, it sells papers," Jameson smiled, puffing his cigar, "Maybe sooner or later, the freak will finally hang up his red and blue long-johns."

"Are you referring to Spider-Man or Superman?" Clark asked in a slightly confused manner.

"The web-headed freak, of course," Jameson waved Clark off as his phone started to ring. "This better be important," Jameson snapped before his color faded slightly. "Has something happened?" He asked before mouthing to Lois that it was NASA on the phone.

Clark nearly jumped out of his skin when Lois grabbed his arm. "What's wrong? Is he ok?" she asked in concern, but Jameson held up his finger to silence her.

"Alright, we'll be there," Jonah nodded as he hung up the phone then smiled at Lois. "Your boyfriend's on his way home."

**(S)**

"I can't wait to see this guy," Clark said as he stood beside Lois outside the landing runway near the Space Center. "Anyone willing to date you has got to be a tough cookie."

"You're lucky I'm happy John's coming home, Smallville," Lois replied sharply. "Or else I'd have kicked your butt for that little comment."

"With a girlfriend like you," Clark shrugged, smirking at the shorter woman, "No wonder he likes to leave the planet."

"Shut up and go get me a hotdog," Lois snapped, still not taking her eyes from the sky. "And while you're at it, ask some questions around the crowd. You're a reporter, remember? Get to reporting!"

"Yes, ma'am," Clark rolled his eyes and walked through the crowd.

Clark wondered around, asking a few people at random what they thought of the shuttle mission, the so far safe return, and so on. He wasn't getting much to go on, though.

"Excuse me, Clark Kent, Daily Bugle," Clark spoke up as he approached a couple around his age seated at the base of the bleachers. The man was tall and lean with clean cut hair, a small bit of facial hair on his chin, eyes hidden behind dark red sunglasses. He was dressed in a dark-colored polo shirt neatly tucked into his khaki pants, with an x-shaped symbol over his right-breast pocket. He was obviously excited about the event, while his companion was the polar opposite, hunched over with her chin in her fists and looking very bored. She was dressed in dark shorts and a matching tank top. Her short, red hair blew lightly in the wind while her glasses slid down her nose.

"Can I ask you some questions?" Clark asked as the couple glanced his way.

"Um … about …" The couple looked unsure.

"The shuttle launch, what you think of it, the usual jab," Clark smiled, "Good place to start would be your names …"

"My name's Scott Summers, and this is my girlfriend Jean Grey," Scott introduced as Jean studied Clark with a critical eye, almost as if she was looking through him.

"Nice to meet you," Clark smiled warmly, though he couldn't shake the odd feeling in his head. "Now for the questions. What do you think of the space program here?"

"It's great; I'm a big fan of the space program," Scott smiled before turning to Jean and whispering barely audibly, thinking Clark couldn't hear him. "Jean, leave him alone. He's just a reporter …"

"He's hiding something," she responded before clearing her throat. "I'm just here because he likes it… Only way I could get a shopping trip afterwards."

Clark started to ask another question when a scream was heard. "Lois?" He asked before seeing what she was screaming at. The small speck in the sky that was the shuttle was now a burning yellow comet. "Oh no…"

"Jean, can you catch it?" Scott asked out loud, not realizing his place or caring for that matter.

"No … it's moving too fast …" Jean squinted her eyes as she focused her eyes on the falling object.

Clark looked at the couple oddly before easing backwards into the thick crowd, slowly pulling open his shirt to reveal his Kryptonian family crest.

Meanwhile, Jonah and Lois watched in horror as the shuttle burned in the distance. Father and girlfriend could only pray for a miracle, when one flew over head. "IT'S SUPERMAN!" Someone screamed from the crowd as a blue and red blur shot toward the falling shuttle.

"Ok, Clark, how are you going to pull this one off?" Superman asked himself as he approached the shuttle. Thankfully, it was still in one piece. He flew alongside it, matching its speed before pulling out in front and placing his hands on the nose of the shuttle. He put his full strength into trying to steady and slow it down. "Stop, dang you, stop …" Superman growled as he pushed back with all his strength, both he and the jet falling toward the space center.

He finally turned, pressed his back into the shuttle and growled out loud as he pushed backwards and aimed them both toward the nearest runway.

Superman gritted his teeth as the shuttle flew simi-out of control but directly between the two towers on either side of the run way. "I can't stop it …" Superman closed his eyes and pushed back as hard as he could for one last attempt to save the shuttle and the pilot crew. He never saw the massive group of webs 'til he and the shuttle tore through them. While it didn't stop them, it did help slow them down. "Great timing, Spidey…" Superman breathed before a pair of web-strands shot forward from behind him making one final web-net to catch them.

Again, the shuttle cut through the net, hitting the ground with a loud thud, ruining the bottom of the craft.

"OUCH! HOT POTATO!" Spider-Man yelped as he leapt from the nose just above Superman's head and landed directly in front of him, dancing around and waving his slightly smoking hands and feet. "How in God's name can you lean against that thing and catch it BARE HANDED! That's so not fair! All I can do is throw webbing and stick to walls!"

"Hey, you kept me from being a rock and shuttle sandwich," Superman said, standing up and floating toward the hatch of the shuttle, "Care to make a little net or something for me?"

"Oh, sure, since all I can do is throw webs, why not?" Spider-Man said good-naturedly. "Just call me the Friendly Neighborhood Net-Man!"

"And don't put yourself down either," Superman said, tearing the hatch off with one hand.

Spider-Man stared at the discarded hatch and let out a long low whistle, "One net comin' right up!"

The crowd cheered as Superman helped the shuttle crew out of the hatch and on down into Spider-Man's web. They all waved as Superman lowered himself down to Spider-Man's side. "Thanks for the help, Spider-Man. You really saved the day, this time." Superman said, offering his hand to the much-put-down vigilante in front of countless news cameras.

"But what about that stuff in the Bugle?" Spider-Man asked carefully.

"That headline's completely untrue, my friend. Mr. Kent didn't write it, and I didn't say that. Your 'best friend' Jameson did." Superman smiled warmly, "In my book, you're one of the best heroes this city … this country … this whole world has to offer."

Spider-Man didn't hesitate a moment, "No one outside someone who actually knows me has ever said that to me before. Thanks!" he said, shaking Superman's hand, relishing in the flashes and one of the few moments of good press.

"Are you all ok?" Superman asked, glancing around at the crew and saw one missing. He didn't hear their reply as his eyes fell on the handsome, helmet-less captain who was currently passionately kissing Lois Lane with Jameson's hand on his shoulder. "Must be John Jameson …"

Superman forced a smile for the crowd as he took to the air. "Keep it up, Spidey, and don't let this discourage you. No matter what happened, you're still the best there is at what you do." He said, turning his attention to the astronauts before disappearing into the sky.

'You did really well today, Mr. Kent.' A voice spoke in Superman's head as he flew.

Superman came to a full stop in the air and glanced around. "Who are you? … How do you know who I am?"

'I did not mean to intrude, but this was the only way I could think of to properly get your attention,' the voice spoke up again, 'I assure you I am merely a friend and would like to speak to you and possibly help you if I can.'

"How do I know I can trust you?" Superman asked, crossing his arms.

'I assure you I mean no harm,' the voice said kindly, 'My name is Charles Xavier. If you would come to my school in Westchester, I would like to speak with you, face to face. Come at your convenience; I'll be awaiting you, Mr. Kent.'

Superman waited a moment before replying, "If you can still hear me, I don't trust you, but I'm willing to hear you out."

'That is all I ask. See you soon, Mr. Kent.' The voice said before going silent.

"Ok, what else can go on my plate?" Superman shrugged before flying on.

**(S) **

General Nick Fury sat at his desk, reading over information on his computer screen. He heard his door slide open and smirked to himself, "How's Power Girl coming, Agent Prince?" he asked, glancing up at the attractive woman in a near skin-tight SHIELD uniform. She had long, dark hair tied up in a ponytail, dark sunglasses, and exotically tanned skin.

"Her training is coming along faster than expected," the Agent replied, crossing her arms. "It seems like the more natural sunlight she gets, the greater her power."

"Does she have any recollection, Diana?" Fury smirked flirtily.

"Agent Prince, General, please." Agent Prince said with forced respect. "And no, as far as she knows, she's your mutant daughter."

"For Themyscira's last crown princess, you aren't much of a politician," Fury laughed, "Don't you know politicians and government officials are supposed to kiss ass."

"My mother must have neglected to teach me how to kiss men's asses, sir," Agent Prince growled, letting any respect fall instantly. "And she obviously had men like you in mind when she did so."

"Winner takes the spoils, your highness," Fury patted her shoulder, "Your mom wanted to fight a bigger dog; you see what happened?"

"Maybe so, and SHIELD has done a lot of good things, but one of these days, General, mark my words," she said, turning her back and walking toward the door, "A bigger dog will come along, and we'll see just who has the sharper teeth."

"We'll see, Princess," Fury laughed as Agent Prince left the room. As the door closed, he went back to reviewing Superman's recent appearances. "Sharper teeth, indeed."

**(S)**

In a dimly lit office in a downtown Manhattan skyscraper, a bald man clenched his fists and slammed them on his desk. "Would someone tell me why Fiske isn't being blamed for this?" the man growled, his face growing red with his disgust and fury. "It was foolproof; his funded shuttle's crash would have ruined him and both his little kingdoms."

"I'm sorry, Mr. Luthor …" the woman said, shifting nervously from one foot to the other.

"Don't give me 'sorry', Mercy," Mr. Luthor growled, "Tell me exactly why the shuttle didn't slam into the ground in a wreck?"

"It was Superman and Spider-Man, sir. They saved the shuttle," Mercy explained.

"Spider-Man couldn't have caught a crashing shuttle with a thousand of his stupid webs, and who is this Superman?" Luthor asked angrily. Mercy shakily pulled the Daily Bugle newspaper from her purse and handed it to him.

Luthor unrolled the paper and looked at the picture of the newest hero in the city, freezing at the sight. That face, those eyes … the hair was different. But there was no doubt in his mind … "That'll be all, Mercy. Thank you for your report."

Once the door was closed, he picked up the phone, "Ms. Kowalski, could you please put me through to my wife," Luthor said into the receiver and waited a few minutes. "Hey, Lana, do we have any plans for tomorrow evening around sevenish? Good. I've recently learned we have an old friend in town and thought we could give him a nice welcome… I'll explain later."

Luthor hung up and then picked up the phone again, "Ms. Kowalski, while you're at it, find a contact number for a Mr. Clark Kent. I believe he's new to New York area. Set up an appointment in my office for seven tomorrow. Thank you." He ordered before hanging up again and lifting the newspaper to smile at the picture of Superman.

"Welcome to New York City, Clark."

**NEXT CHAPTER: Propositions **

A/N: Yes, Diana Prince is a character in the story. Does that mean that there's going to be a Wonder Woman appearance? Maybe much later and that's a very iffy concept. I just saw the new look for non-hero Diana in the new Wonder Woman series and thought she'd make a danged good SHIELD agent. And for those who are a bit put off about the Supes/Hulk fight, going to touch a bit on that in the next chapter. More to come!


	4. Chapter 4

**A/N: take note: I'm ignoring the events of the Ultimate Galactus miniseries; though I will have some of the things from it happen, it won't be exactly the same.**

**Chapter 4: Propositions**

A scruffy-looking man ran through the crowd of people in downtown, clinging the large purse in his hand as a older woman screamed a few blocks down to stop him, that he stole her purse. "Excuse me," A voice spoke directly overhead of the man.

"What the …" the man gasped and look up to find Superman lazily floating above him.

"I really don't think that purse is your color." Superman smirked as he reached down and lifted the man out of the crowd by the back of his shirt. The Man of Steel pulled the purse from his hands and carried the man back to the woman and the patrolman now talking to her.

"I believe this belongs to you, ma'am," Superman smiled as he handed the pocketbook back to the woman, then turned to the police officer. "And I believe this belongs to you." He said, sitting the thief down beside the waiting patroller. "Have a good day!"

He waved before taking to the air, and flew around to meet Spider-Man, who sat perched on a rooftop with his masked pulled up enough to allow himself a donut. "You know I could have handled that one, Big Blue."

"You were eating breakfast, Little Blue," Superman quipped back, "Didn't want to interrupt."

"Excuses, excuses … Donut?" Spider-Man offered the fellow hero the box of Dunkin' Donuts.

"Jelly-filled?" Superman asked, eyeing the box.

"Naturally, as if there were any other kind?" Spider-Man laughed as Superman pulled a donut and took a bite out of it.

"Thanks," Superman said, eating the jelly-filled treat. "Hits the spot... Now, I have an appointment; see you around, my friend."

"Don't fly too high, brotha." Spidey waved as Superman flew away.

Superman flew high through the air and on out of New York City toward the suburb city of Westchester. "Must be the place …" He said as he came down to a large mansion with a gold plated sign out front "Xavier's School for Gifted Children".

He walked up to the front door and stopped, gently knocked on the door and waited a few moments for it to open. "Greetings, Superman, it's an honor to meet you." A young, African American woman with distinct silver hair and aqua eyes greeted him. "Professor Xavier has been expecting you."

"Um … You know who I am, but …" Superman said somewhat awkwardly to the exotic woman.

"Forgive me, I am called Storm. Now, please follow me; the Professor is waiting." Storm said with a smile, motioning for him to enter.

"This is a nice place." Superman said, looking around the mansion as they walked through the entrance and into the main hall. He was placed in a state of unease when he realized he couldn't see through several hidden elevator shafts and the lower floor with his X-ray vision.

"It is home." Storm smiled, looking over his tights-clad body.

"My face is up here." Superman smiled, causing the young woman's face to color.

Thoroughly embarrassed, Storm stopped at a large wooden doorway, "This is the Professor's study. I'll leave you here. It's been a pleasure to meet you, Superman."

"Same to you, Storm." Superman said, extending his hand to the woman.

Storm returned a shy smile and took his hand in a handshake. "Good day." Storm nodded and left back the way she came.

Superman opened the door and walked in to find an older, bald man seated in a motorized wheelchair, an orange cat with black stripes lazily snoozing on his lap. And to his surprise, at the man's side was the same couple he interviewed the day before at the space center. All three turned to him, each with a different expression.

The wheelchair-bound man gave him a sage-like smile. Mr. Summers gave a friendly one, while Ms. Grey gave him a peculiar look that morphed into a look of shocked revelation as she mouthed 'the reporter from …' before shaking it off.

"Good morning, Superman," the elder man smiled and rolled toward him. "I am Professor Charles Xavier. Welcome to my home and school for the gifted." He lifted his hands to the two young adults on either side of his wheelchair. "These are my students, Jean Grey and Scott Summers. I've been watching you for some time, my young friend. I must say you have made quite a name for yourself." Xavier smiled when he saw Superman glancing to the two. 'Jean and Scott are very trustworthy, and in our line of work, friends you can trust entirely are often hard to find.' Superman was only slightly surprised to hear the man's voice inside his head. Hearing about someone being psychic and actually having the experience happen to you were two entirely different things.

"Marvel Girl, do pull up a chair for our friend," Xavier glanced back at the two students. "Cyclops, some tea, if you would, please."

"Do you have any chocolate milk?" Superman asked somewhat sheepishly, earning a grin from Scott and a look of disbelief from Jean.

"Great … two of them …" Jean rolled her eyes as she glanced to the side of the room, and three chairs lifted off the floor and floated toward them.

"I'll get right down to it. You are fascinating, Superman," Xavier said out loud before adding telepathically, 'Or may I call you Mr. Kent?'

Superman glanced to the redhead and her boyfriend, who were returning with two glasses of tea and two glasses of chocolate milk. 'They will keep your secret; besides, Ms. Grey has already figured it out.'

"Superman will be fine for now," he responded, taking the glass of milk from Scott.

"Alright, as I was saying … you are fascinating," Xavier continued, "We have had contact with other alien races, the Kree and the Skrulls, but none of them have exhibited the abilities you have. According to the write-up in the Daily Bugle, you draw your power from our yellow sun. I'm curious on the physiological aspect of that."

"Ah, so, you want to poke and prod me, do you, Professor?" Superman gave a small smile.

"Let me ask you this, do you know everything there is to know about your abilities? Do you know what your limits are?" Xavier smiled. "One of the first things we learn here is what we can do, how much, and for how long we can do it."

"And this will stay here?" Superman narrowed his eyes at the elder gentleman.

"This is my home, above all else," Xavier said with a nod. "What happens here stays here and is kept with the utmost privacy."

"I've tried to test them myself, but there's only so much you can really do and I'm still not really sure on how far I can push myself …I assume you probably have some way of doing this, so … alright Professor, I'm game, but… " Superman said, standing to his feet. "I am trusting you with this, Professor. I hope I'm not misplacing my trust."

"We are fighters for peace, my friend," Xavier smiled. "We're on the same team. Besides… we all wear tights here." He added jokingly before turning to the redhead. "Jean, please escort Superman to the examination room. You know what to do, my dear."

Superman followed Jean into a hidden elevator in the corner of Xavier's office. As the door closed, Superman noticed Jean brushing her bangs in another manner and putting on her glasses. "Hm, I'd have never thought of this, Kent. Glasses and change of hairstyle really do make a good disguise."

"Can we keep this a secret," Superman whispered, "I don't really want that to get out…"

"Don't worry, my lips are sealed, but I do suggest maybe letting Scott in on it," Jean said pausing for a moment. "You are both stiff, naïve, way too serious, and so pure-minded, it'd make a telepath gag. You'd make terrific friends."

Jean bit her lip as she looked away. "Seriously, though, Scott's our field leader, and if someone stubs his toe getting onboard the X-Jet, Scott blames himself. We're all radically different here, Superman. Scott's more than my boyfriend, he's my best friend, and he needs someone he can relate to and talk to. And I don't mean to pry, but I can sense a lot of loneliness within you. Maybe you two can help each other with that…"

"I'll think about it," Superman nodded as the elevator dinged before the door slid open.

"Alright, Big Blue, right this way," Jean winked, leading him to the medical bay. "Dr. Grey needs to take a look at you, so take a seat and lose the cape and top." She instructed, walking behind a changing wall and pulling on a pair of scrubs.

Superman shrugged and did as told, neatly folding his uniform top and cape on the medical bed beside him. "Alright, big guy … holy shit! I thought you were invulnerable!" Jean gasped, glancing at the large, purple bruise in the center of his chest.

"Tell that to the Hulk," Superman smiled sheepishly.

Jean nodded and placed a needle at the bend of Superman's arm. "This needle is strong enough to pierce Colossus in his armored state; it might pinch a little …" she said, pushing it gently, but blinked when the needle bent. "Or not…" she shook her head and threw the needle away before moving on to the next test. She placed electrodes on the Man of Steel's chest and torso and stepped back to a control panel, "Stay perfectly still." She instructed.

Superman did as told as machines lowered from the ceiling and began to rotate around the table.

"Alright, that should be enough for now," Jean said as the machines rose back into the ceiling. She quickly removed the electrodes and stepped back. "The Professor will call you when the tests come back, and we'll go from there, Supes." Jean smiled, adjusting her glasses.

"That it?" Superman blinked, reaching for his shirt and cape.

"All we did was run a genetic scanner; it'll tell us a bit more about yourself," Jean said as Superman pulled on the rest of his uniform.

"I do appreciate all this," he said sheepishly, scratching the back of his neck.

"Don't mention it, with your track record, I don't have to be a psychic to know you're likely going to save our collective asses before it's over." Jean smiled walking with him toward the elevator.

Jean escorted him to the front door of the mansion. "Hey," She spoke up as he took to the air, "Don't forget what I talked to you about. Cyclops, you know…"

"I won't." Superman smiled warmly.

"Promise?"

"I never lie." He winked before flying into the sky.

**(S)**

Clark hadn't set his second foot off the elevator when Jameson's voice bellowed his name. "Gee. Sorry I'm a little late, Mr. Jameson," Clark pushed his glasses on his nose as the editor-in-chief stomped toward him. "I … um… had a doctor's appointment…"

"Kent, I don't give a flying flip why or even if you're late, I want to know what your freaking secret is?" Jameson stated, slapping a hand on the slouching reporter's arm.

"Um, what are you talking about, Mr. Jameson? Secret? I mean … seriously," Clark stammered, his blue eyes wide behind his glasses. "Me? With a secret? I'm an open book, and a really dull one at that …"

"Then, why, pray tell, does one of the richest men in New York State want to have a private, one-on-one interview between himself, his wife and YOU, Kent?" Jameson asked, grinning like he had won a million-dollar lottery.

"Um … who wants an interview, Mr. Jameson? I don't get it." Clark blinked in confusion.

"Lex Luthor, of course! Owner of Luthorcorp!" Jameson said with a laugh, "He wants you at his office at the Luthorcorp building promptly at seven; don't be late or it's your job and your ass!"

"Lex Luthor?" Clark asked with sigh.

"Got a problem with one of the richest guys in the city?" Jameson pressed, narrowing his eyes. "If he takes a crap, he makes news, so you better report every little thing tonight, Kent. If he sneezes, I wanna know about it! Understood? GOOD! Now, I got a counterattack to plan..." With that, Jameson turned on his heel and stomped back to his office, mumbling about stupid capes wanting to play with fire.

"Counterattack?" Clark cocked his head to the side as Peter Parker patted his shoulder.

"You better watch yourself tonight, CK," Peter spoke up from his hiding place behind Clark. "Luthor's a few miles of bad road if you asked me."

"I could come with, you know," Lois piped up from her desk, "Not that I'm worried about you walking into the snakes' den by yourself or anything, just thought you could use a real professional's advice in interviewing him. You know? Real questions instead of 'do you shave your head or do you wax?'"

"I really do appreciate your concern, Lois," Clark smirked, "But I'm sure I can handle it. Wouldn't want John to get jealous, would we?"

"Jealous? Sounds like John's not the one with the jealing issues," Lois perked up instantly. "Does the Planet's favorite farmboy have a crush on little ol' me?" she added with a exaggerated mock-southern accent.

"Don't flatter yourself, Lane," Clark rolled his eyes before both he and Lois turned to the grinning Peter. "What are you grinning at?" they asked in unison.

"Nothing. Absolutely nothing," Peter said quickly, "I … uh … need to show this layout to Robbie, bye!" He dashed past the two confused reporters.

"Clark, seriously though," Lois said in a concerned voice. "Lex likes to play mind games… watch your back in there tonight, ok?"

"I've dealt with him before back at Smallville, Lois," Clark said, smiling at Lois' widened eyes. "We were even friends once upon a time. I can handle Lex Luthor; don't worry."

"Who said I was worried?" Lois spun her chair around to face away from him.

"This day just keeps getting better and better…" Clark rubbed his forehead as he made his way to his own desk.

**(S)**

Clark Kent sighed in dread as he stood out front of the Luthorcorp Building. He hadn't seen Lex in several years, and their last few meetings were less than friendly. He hoped that this interview would go better than their old clashes back home… "Well, Clark, here goes nothing…" he said to himself as he walked through the front door and made his way to the receptionist.

"Hello, um, oh… Clark Kent, Daily Bugle… I'm here to see, um, Mr. Luthor… I have an appointment… I think." Clark said somewhat awkwardly as he pushed his glasses up on his nose.

"Yes, I see right here, Mr. Kent, right this way." The receptionist smiled politely as she stood to her feet. "Right this way." She said, walking toward the elevator and placing a keycard into the slot. "This will take you to Mr. Luthor's private suite, Mr. Kent." She smiled as Clark walked into the elevator.

The door slid shut, and Clark felt it rising through the building. He slid his glasses down slightly and glanced around. An odd feeling of dread filled him when he realized that the inner workings of the building were made with a layer of lead.

The elevator bell sounded and the door slid open again. Clark took a careful step out into the massive office suite that was larger than most homes.

"Clark Kent! It's been too long!" Lex Luthor smiled as he stood to his feet and approached Clark. "You look well, my friend, but then, again you never get sick, do you?" He winked and pointed a finger at his one-time friend.

"Hey, Lex," Clark said awkwardly, taking Lex's hand in a handshake. "You've come a long way …"

"I'm an open book, Clark," Lex led him to the living area of the suite where a pair of couches sat near a large plasma-screen TV. "And you working Daily Bugle as a reporter? You could have been so much more than that, Clark, so much more … but, then again … looks can be very deceiving, can't they?"

"Sometimes, yeah …" Clark said awkwardly, glancing down to the coffee table between the couches, seeing them covered in clipped newspaper articles of Superman. "What is it you wanted to see me about, Lex, word on the street is you don't give interviews …"

"Clark, naive as always!" Lex laughed before growing serious. "I have a proposition to make, Clark, one that can really only be done by a man of your talents."

"I'm just a country boy from Kansas, Lex; what can I do?" Clark forced a chuckle.

"Smallville was where you were raised, Clark, not where you were born," a second voice spoke from the doorway. Clark and Lex glanced to see Lana Lang-Luthor standing in the door to the bathroom in a pink bathrobe with gold initials 'L.L.' on the corner. Her long, red hair, still damp from her shower, hung limply across and down her shoulders. "Or do you prefer Superman these days?"

Clark shook his head and forced a laugh. "You think I'M Superman?" Clark asked quickly.

"You were my best friend since I was sixteen, Clark," Lex smiled at his friend as Lana walked up to sit down next to Lex and draped an arm across his shoulder. "A new hair style and glasses can't fool a man of my intellect."

"Your modesty amazes me," Clark chuckled, "Your imagination, too."

"Perhaps," Lex smirked before reaching for a remote. "Whether or not you are the vaunted 'Man of Steel', there is something that I would like to share with you. Something I'm sure you can help me with either way. After all, the powers of a god and the powers of the press are both mighty."

"You're still new in town, Clark, but perhaps you've heard of what many believe to be an urban legend. The Kingpin." Lex said as several photos of a large, heavily built, bald man appeared on the screen. "He's as much a urban legend as the Ultimates… IE not."

"His real name is Wilson Fisk. He owns this city, Clark." Lex explained, taking Lana's hand. "Even the police and courts."

"That's not possible; no one can …"

"This isn't Kansas, anymore, Clark; this is the big city, the real world," Lex smiled sadly, "Truth and Justice and the American way no longer go hand in hand, especially in this town. What Fisk wants done gets done, and he always gets off scot-free."

"I know I did a lot of questionable things growing up," Lex gave a look of self-loathing, "Things I still lose sleep over, but that was a long time ago. I've changed, Clark; you have to believe me. Lana changed me." He saidm pulling the redhead's hand up to his lips to plant a soft kiss on her knuckle.

Clark narrowed his eyes on the bald businessman before glancing to his redheaded wife. Seeing her green eyes smiling back at him relaxed him slightly. "So, you're saying this Mr. Fisk is actually the Kingpin?" Clark asked, turning his attention to the screen to see a picture of Fisk shaking the hand of a man, judging by his dress, to be important.

"Remember how you always stood up for those less fortunate back in high school Clark? Well, that's what I'm doing now; Fisk must be stopped, no matter the cost." Lex said seriously, "Fisk owned the contract for the space shuttle that almost crashed. Not only would that have broken the New York Space Center, but he had several million dollars worth of insurances on that craft. That's how he plays the game, Clark. What he can't control, he breaks. But you and Superman are two, if not one in the same, that I know he'll never control, am I right?"

Clark continued to stare at the television. He had always been the trusting type, but he could tell when someone was trying to manipulate him, and Lex was always like that. But the question was: did he have a hidden agenda to all of this, or was he on the level, had he really had changed from the greedy, manipulative man Clark thought he would never have to face again?

"What are you getting out of all this, Lex?" Clark turned to his old friend.

"I'm a married man now, Clark," Lex smiled, placing an arm around Lana's shoulder. "Someday, sooner or later, I'd like to have a family with my wife here. And I want New York to be a safe place for our children. If we can get the Kingpin and his inner circle out of power, then, with you at the paper and Superman in the skies, this might actually be a good place to live again for the first time in a very long time."

"Here you go, Clark; this is a token interview Lana and I worked up earlier that you can give to Mr. Jameson. Trust me, I've met the man before; I know he can be a tad overbearing. Also, here are copies of the info I've taken on Fisk and his operation in this town. You can … pass them on to Superman if you see him…" Lex gave a wink, handing Clark a printout question and answer sheet and a file folder.

"Thanks for the time, Lex, better or worse, it is good to see you again … you, too, Lana…" Clark said, noticing Lana's heart rate starting to rise. "I better be going, so I can get this typed up for morning." Clark said, getting up and making his way to the elevator.

"Clark, wait!" Lana said, running up to him. "You can't just walk out without giving me a hug." She said with a smile before getting up on her toes and wrapping her arms around him. "Be careful, Clark … Remember Fall Festival … Senior Year …" She whispered so softly only Clark's super hearing could hear her.

Clark nodded as she pulled back. "Great to see you again, too, Lana," Clark smiled before turning and walking into the elevator.

**(S)**

Superman soared through the air over the frozen landscape, his mind racing.

Too many people knew… too many people that he didn't know and didn't completely trust. To say the Last Son of Krypton was worried would be an understatement.

He smiled as his destination grew closer in the distance. The massive crystalline structure stood out at the northern pole of the planet Earth. He slowly began his decent and touched down into the central area of his Fortress of Solitude. This was where he found out everything he knew about himself and where he came from, but he still had too many questions, and the events of the day didn't help at all …

"Welcome back, Kal-El," a feminine voice spoke up as he touched down.

"Hello, Vision," Superman said as he approached the crystal controls. "Have you been monitoring things?"

"Indeed, Kal-El," Vision replied as a crystalline seat rose behind Superman.

"So, what do you think?" Superman asked, rubbing the bridge of his nose.

"I have studied Professor Charles Xavier and his X-Men since my awakening, Kal," Vision's voice spoke, but paused for a moment. "Some of the Professor's methods are indeed questionable, but his goals appear sincere. I do not believe he is an enemy."

"I felt that way, too; it's Lex that concerns me," Superman sighed, "I almost believed him there, I almost did."

"What changed your mind?"

"My senior year Fall Festival at Smallville." Superman said tightly, "Lex manipulated things, so everything would go his way. He manipulated the whole student body, including myself."

"Luthor is not to be trusted, then," Vision stated matter-of-factly.

"This isn't going to be as easy as I thought, is it, Vision?" Superman asked, motioning toward his symbol.

"No, it is not, Kal-El, but then again," Vision said with a hint of laughter in her synthetic voice. "Such is life."

**To Be Continued …**


	5. Chapter 5

**Chapter 5: The Weakness **

Superman soared through the burning wreckage of the city his eyes and ears open as he watched for his enemies. "Nice cape, Bub," a voice spoke from directly below him and the Man of Steel flew upward to miss the claw swipe from the former Canadian Assassin.

"Wolverine, I was wondering when we'd meet," Superman said setting foot on the broken ground as he glared at the feral mutant.

"Back at ya, Boy Scout," Wolverine growled, unsheathing his Adamantium claws.

"You know you could put an eye out with those things?" Superman cocked an eyebrow, thus infuriating Wolverine.

"That's the idea!" Wolverine roared as he dove forward and slashed Superman across the chest. The Canadian blinked in surprise when the costume wasn't even ripped. "What the …" he started but couldn't finish as the Man of Steel backhanded him sending him flying through the air backwards.

"Alright big man, Freeze!" Ice Man yelled as he fired a blast of freezing air at the Superman who easily flew into the air to miss it.

"And where do you think you're going?" Storm asked before striking the young hero with a bolt of lightening. The blast sent Superman out of the air but he got back to his feet relatively unharmed aside from his hair slightly frizzed. He glanced up to see Storm flying and Ice Man on his ice-trail quickly approaching. Superman took a few slow easy breaths before he sucked in a very deep breath and held it for a moment.

Storm and Ice Man never even saw the hurricane force wind coming as Superman released his breath and pushed them backwards and to the ground. Ice Man hit the ground hard and returned to his human form and lifted a hand. "Get that man a breath mint …." He whimpered before groaning and lying back on the ground.

"It is my turn now, my friend." A voice spoke behind the caped hero, and he turned to see Colossus standing in his full metal glory. "Let us see how strong you are."

The punch echoed like a sonic boom as Colossus slammed his metallic fist into Superman's jaw, causing him to take a single step back out of reflex. Superman returned it with a mirrored reaction.

Colossus threw a second blow. "You are holding back." he stated narrowing his eyes. "Do not. I can take it."

"You asked for it …" Superman gave a small smile before letting go with a punch that sent the metal mutant tumbling across the battlefield.

"And then there was one," Superman said turning as Cyclops casually approached him.

"Yup." Cyclops said straight faced as the two men stood like two gunmen on Main Street at high noon. "This is it."

Superman fired a blast of heat vision at Cyclops who just barely dodged as he dove to the side. The X-Men field commander quickly reached up and turned the knob of his visor to release a blast of crimson concussion energy at his opponent. Superman braced himself for it, but was greatly surprised when the red solar energy slammed into his chest pushing the air out of his lungs.

"Holy crap, Clark! Are you ok?" Cyclops ran to the downed hero who was trying desperately to catch his breath. Cyclops helped him sit up as the battlefield faded into a very large metallic room.

"Way to go, baby!" Jean's voice cheered over the intercom. "Knock cape boy out of his shinny red boots!"

"Jean, this is serious!" Cyclops called up as the other X-Men gathered around to offer help, with the exception of Wolverine who stomped out of the exit.

"I partly expected this would happen," Professor Xavier's voice spoke up through the intercom. "Superman, you said that your power is gained from Earth's yellow sun, while your home world was near a red sun. Cyclops' optic blasts are concentrated solar energy … red solar energy." Xavier explained as Superman finally got back to his feet. "In theory when you are exposed to that shade of solar energy, your powers will be negated at least temporary."

"Should we record this information, Professor?" Jean asked from the control room.

"No, this cannot be made where anyone can find it. Speaking of which …" Xavier said while touching his head.

"You sure you're …" Cyclops started to say but he and the rest of the X-Men stopped dead in their tracks.

Superman blinked and glanced up at the control room as they all started to look around confused. "Man …" Cyclops spoke up, shaking his head. "That super speed must be nice. You took us down fast."

"That's not right …" Clark whispered glaring at the Professor.

_Would you rather have this full group know that Cyclops could potentially overpower you, Clark? _Xavier spoke into Superman's mind. _The knowledge could be very dangerous to YOU and holding that knowledge could put my students in danger. It is to protect my own as it is to protect you. _

"I'd rather trust them to keep it a secret," Clark replied in a barely above his breath.

_I'd rather keep you around doing what you're doing for a few more years at the least,_ Xavier replied.

"Hey Cl… Superman you sticking around for breakfast?" Cyclops said with a smile.

"Wish I could but I have to be at work in an hour …" Superman said, still glaring at the wheelchair bound psychic.

"You can be in Japan from here in five minutes and that's taking the long way around," Cyclops grinned. "At least split a half gallon of chocomilk."

As Superman and Cyclops entered the mansion's kitchen Wolverine was just starting to sit down. "On second thought, I've lost my apatite," the Canadian growled, pushing away from the table and stomping toward the two men. He tried to push past Superman with his shoulder but had to step back himself from the impact. "Do you mind getting of the way, Bub?"

Superman stepped to the side, but Cyclops' chuckle caught the Canadian's attention. "What's so funny?"

"New experience isn't it, Logan?" Cyclops asked with his chin raised. "Not being able to dominate someone?"

"This ain't over," Wolverine narrowed his dark brown eyes. "This ain't over, both of ya." He growled, and stomped out.

Superman and Cyclops took the jug of chocolate milk, as Cyclops was really the only one in the mansion who drunk it, and two glasses and made their way to the back porch of the mansion.

"This is nice," Superman said, looking over the mansion estate as Scott poured his drink.

"It's not Kansas, but its home," Scott replied handing his friend his drink. "I know you're not thrilled with the Professor's methods, Clark, but he means well. But I can understand. The Professor and I have clashed more than a few times over the years."

"No one can get along perfectly," Superman replied taking a sip of milk. "We don't agree, but I don't see it becoming a major confrontation …"

"Good, so …" Cyclops said replacing his visor with his glasses. "There a lady in your life? Maybe that Lane reporter that was bossing you around at the space center?"

"Me and Lois?" Superman snorted. "She's a good friend, I'll grant her that … barely but as more? I'd rather fly face first into a mountain repeatedly."

"Jean and I were good friends barely too," Scott nodded. "But if that don't work for you, Storm likes you. She's a good girl and deserves better than Wolverine. Her last real boyfriend was killed and she never really recovered. Wolverine and her have been getting close but I do think you'd be better for her if you're interested…"

"I'll … keep that in mind," Superman said placing the empty glass on the porch table. "I have to go, Scott. Duty calls."

"Alright, be careful though," Cyclops nodded. "I'll give you a call this weekend, I'll round up Jean and Ororo and we can catch a movie if you're interested."

"We'll see, later Scott," Superman waved as he took to the air.

**(S)**

Clark Kent walked out of the elevator into the Daily Bugle bullpen just in time to hear Lois Lane's bellow from J. Jonah Jameson's office. "WHAT DO YOU MEAN YOU'RE GOING BACK UP THERE?"

Even without his super hearing he could clearing hear the anger and fear mingled voice through the closed office door. "Lois, it's only going to be for a few weeks to make sure the new space station is operational."

"But you've only been back on the ground for two weeks!" Lois slammed her fist against her chair's armrest. "And this isn't even NASA! Why don't you let SHIELD send one of their own pilots to the space station? It's their baby, let them play with it!"

"Do you know how much General Fury has offered to pay me to do this?" John replied and Clark could now see a smile growing on the young astronaut's face through the transparent wall of the office. "This will be it, Lois. After this I'll never have to do ANYTHING again. I'll go up there for two weeks, make sure everything as it should be. Then I'll come back and we'll have a wedding that will make royalty drool."

For some reason Clark suddenly had the urge to break something.

"I just have a bad feeling, John …" Lois said in a tone that Clark had never heard before in the years he'd known the woman. "I don't want you to do this."

"Hey, he'll be fine," JJ beamed proudly. "With that new Superman guy flying around, even if something did happen, he'll just zoom up there and catch the station or John before anything really bad could happen."

"Even after that miss-quote?" Lois asked with a cocked eyebrow.

"Miss-quote? What miss-quote?" Jonah asked innocently. "There was a slight misunderstanding from reading Kent's typo. That's all."

"I'm going to be ok, Lois," John said walking over and pulling her into a hug. "You don't have to worry, alright? Besides we have a whole week till I go up and I plan on making the most of it."

Clark turned and walked back to the elevator and left the bullpen feeling an odd sense of dejection.

**(S)**

"There's my boy!" Jonathan Kent beamed as Superman touched down on the Kents' front porch. "Ma, the boy's home!" Jonathan said patting Superman's shoulder and leading him in. "I've been reading and seeing you on TV son, fine job, boy. Fine job!"

"Thanks, Pa," Clark said as his father lead him into the kitchen and all but forced him to sit at the table.

"You don't come and see us like you use to, Clark, are you ok?" Martha Kent said walking into the kitchen, slower then Clark was accustomed to, but just put it to the cooler weather.

"I've been busy," Clark smiled at his mother, who kissed his cheek.

"We've seen. We're so proud of you," Martha said sitting down beside him at the table. "Are you keepin' your apartment clean? Changing the underoos every mornin' like …"

"I'm doing ok, Mom, don't worry," Clark flushed slightly.

"Shouldn't you be working?" Martha asked planting her hands on her hips.

"I'll report Superman doing something heroic and my boss will be as satisfied as a horse in a bed of hay." Clark shrugged.

"Something's bothering you though," Martha narrowed her eyes. "Is someone bullying you?"

"What? Ma, I'm flipping Superman, remember?" Clark rolled his eyes.

"Clark Jonathan Kent! You watch that mouth of yours!" Martha said, her eyes flashing.

"Sorry, Ma …" Clark dropped his chin.

"Let me guess, you're upset about Lois getting married to that Jameson feller," Jonathan said, causing Clark to look up in surprise.

"We got a wedding invitation last week, dear," Martha patted his hand.

"She never bothered to give me an invitation …" Clark pouted slightly.

"I dunno bout that son," Jonathan said sounding helpful. "She addressed it to Jonathan, Martha, and the big dumb idiot."

"Oh … right. Yeah." Clark shook his head.

"You know that's a term of endearment for you, son…" Jonathan said as Clark just cocked an eyebrow. "Really…"

"_This just in …"_ the news reporter spoke up interrupting Martha's morning talk shows. "_Moments ago in New York City, a group of gunmen have attacked Luthor Corp Tower, and have taken hostages, including co-owner and co-CEO Lana Lang-Luthor. The leaders of the group have been identified as the former mafia hit man known as Hammerhead and known assassin Elektra Natchios. Demands have not yet to be made …" _

"Clark?" Martha and Jonathan turned to see the abandoned chair hit the ground as the screen door slammed.

**(S)**

"Let them go, they have nothing to do with this," Lana Lang-Luthor said from her seat in the corner of the first floor office where she and the majority of the hostages were gathered.

"I'd shut ya trap, red," Hammerhead said smirking at the co-CEO of the company. "And who cares if they have anything to do with this or not? More the merrier right?"

Hammerhead looked in a desk mirror and ran his hand over his black hair-like shell and adjusted his tie. "As soon as you and your happy husband agree with handing over control to the boss, then we'll all be happy and can go home."

"Are you nuts? The police are out there, they have the place completely surrounded!" Lana snapped, and frowned when Hammerhead's attractive accomplice laughed.

"Who do you think controls the police, farm girl," Elektra smirked darkly, "This isn't Smallville. Don't look so surprised, we know all about you and your husband. And before you ask about the heroes of the city? A little funding here and there and they look the other way. There's no one in this city to stop us."

"There's one," Lana stated defiantly.

"Your hubby? Don't overestimate the baldie," Hammerhead laughed.

"No, someone else," Lana smiled and closed her eyes, "And you better hope he isn't coming this way."

Meanwhile outside the front of the building, Squad Cars surrounded the entrance. "We can't rush without risking the hostages," a police sergeant cursed as he stared at the front doorway.

"So how many hostages do we have in there?" a voice spoke from behind him.

"They were able to rope in everyone on the first and second floors, so the estimate is around forty to fifty hostages," the sergeant replied. "That includes Mrs. Luthor."

"Ah, ok. You stay out here and watch the doorway. I'll go in and take care of it."

"You? Who do you think you are?" the cop said and as he saw the Man of Steel walk past him he gapped. "Oh."

Superman flew toward the building as quickly as he could in an attempt to escape notice. 'Alright, Clark,' Superman thought to himself as he levitated into the building. 'Get the hostages then take down the assassins, no problem.' "Elektra! We got company!" Hammerhead bellowed, drawing Superman's attention. 'Crap.'

Superman touched down on the floor and stared at the two criminals with his fists planted on his hips. "Excuse me, Sir, Miss, if you wanted a tour of the building I'm sure Mrs. Luthor could have arranged something without resorting to violence."

"Trying to crack one liners?" Elektra asked drawing her sais. "Leave that to Spider-Man, he's better at it."

"Leave the boy scout to me, boss lady," Hammerhead said aiming his restored Tommy gun and aiming it at the Man of Steel.

Superman smirked as Hammerhead pulled the trigger and unloaded the gun, and the Adamantium skulled gangster grew angrier and angrier as the bullets smashed into Superman's chest only to fall to the ground harmlessly. Hammerhead roared in anger as he threw the empty gun to the floor and barreled toward the caped hero and lowed his head to ram him dead center in the shield symbol. He collided with a clang before falling to the ground from the impact unconscious.

"That was a smart move," Superman said before turning his attention to Hammerhead's accomplice. Elektra with the grace of a ninja slipped through the air tapping various points on Superman's body that would cause a normal man to fall instantly dead. "You do know I'm not human right?" Superman replied crossing his arms.

Elektra wasn't surprised, the man took a blow from the Hulk and didn't flinch. She had one chance, and this time she was almost sure it would work. In a flash she grabbed a young receptionist and placed one of her sharpened daggers against the woman's throat. "Back off, Superman." Elektra hissed between her clenched teeth as she let the dagger slightly dig into the woman's neck.

"Let her go, she has nothing to do with this," Superman said with widened, worried eyes.

"She does now," Elektra licked her lips slightly. "You're faster than a speeding bullet I hear, but my knife is now literally touching the woman's jugular. One false move and the woman's dead. Also your heat vision might work but are you willing to risk the damage a burning knife would do to her neck?"

Elektra smiled with pride as the Man of Steel backed down. "Let her go." Superman said keeping his gaze locked with the woman's horrified eyes.

"I think we're at a stalemate, Superman, I can't really do anything, and you can't really do anything," Elektra smiled, "So what's going to happen?"

"You forgot one little detail, Elektra," a growling voice spoke from the shadows of the room behind her where a pair of red eyes gazed at her. "Me."

"Matt …" Elektra whimpered as her eyes grew wide, turning just in time to see the Billy-stick slam into her head. Superman gapped at the speed this man in a red devil-themed suit moved leaping over the falling Elektra to catch the dagger and the woman both before the knife could do any more damage.

"Relax," the Daredevil spoke softly as he helped the woman to his back, with one hand while pulling the bandana from Elektra's forehead and holding it to her neck. "Hold it tight." He said as he quickly and carefully removed the dagger. He stood and turned to Superman, "Superman I presume. I'm not impressed." Daredevil said in a low growl.

"I appreciate the help …" Superman said holding out his hand to the masked vigilante.

"They have information on the Kingpin," Daredevil stated tying up Elektra's feet and wrists. "They won't talk, so perhaps it would be better to watch over them." He said before moving back into the shadows.

"Um … right …" Superman said as the police and emergency crew moved in.

"Are you alright, Mrs. Luthor?" an EMP asked helping Lana to her feet.

"I am now …" Lana smiled softly toward her old flame. "Thanks to Superman."

"I'll leave this in your capable hands," Superman said to the police as he walked out of the room trying to scan the area for any signs of how this Daredevil got away so quickly.

Meanwhile in two separate offices two men hunched over their desks studying the scene that just played out in the Luthorcorp building. Knowing smiles crossed their faces as the obviousness hit them like a sledgehammer. "That's it." The two men said at almost the same time. "I should have seen this before. He DOES have a weakness." They laughed heartedly.

"He cares."

**To Be Continued… **


	6. Chapter 6

**Chapter 6: Date Night**

"Why thank you Mr. Kent," Ororo smile gracefully as Clark opened the door to the fancy Italian Restaurant in downtown Manhattan.

"It's a pleasure, Ms. Monroe," Clark returned a Farmboy smile as Jean and Scott followed behind their friend.

"Laying it on thick, are we?" Jean winked as Clark walked ahead to join his date as the four were met by a waiter.

"Reservations for Kent," Clark responded to the man's questioning gaze.

He looked over his book and nodded. "Yes, right this way, Mr. Kent." He said motioning for the group to follow him.

The group was seated in a round table in the large soft lit dining room. "This is nice," Scott said trying to break the ice as the group glanced over the menus.

"So did you get a look at the guy who helped you out the other day?" Jean asked curiously, but in a hushed tone so none around can hear. "The 'devilish' one?"

"Not much, it was kind of a fast pace meeting," Clark said adjusting his glasses, "I was more concerned with the hostel sources and those who didn't need to be there."

"Not even a peak, I always wondered who he was …" Jean pouted.

"A good reporter never reveals his sources, Ms. Grey," Clark smirked.

"Can we drop the shop talk?" Ororo said politely to her companions. "But to carry on in a more literal direction, I am most impressed with your choice of profession, Clark," the African goddess smiled at her date. "The power of the press is greater than power any of our world's costumed defenders."

"T-thanks," Clark flushed slightly. "I guess reporting is kind of swell."

"Swell?" Jean blinked before shaking her head.

"What?" Clark and Scott both looked at the redhead in confusion.

"If you two were gay, you'd be a match made in Heaven …" Jean sighed into her hands as she hid her face. "Or Hell …"

"We're not that bad …" Scott said as he and Clark adjusted their glasses in identical nervous habits.

"It's called Chocolate Milk…" Jean said deadpan. "Not Cocomoo…"

"But Cocomoo has a much more comforting and relaxing ring," Clark argued and Scott nodded in agreement.

"What do you mean you've lost the reservations!" a woman said angrily from the front drawing the four's attention.

"Hey, that's Peter," Ororo smiled when she noticed an embarrassed Peter Parker in a nice suit with an older (and rather upset) woman and a redheaded girl looking rather flushed.

"I'm terribly sorry, madam …" the waiter whimpered at the woman's wrath.

"Excuse me," Scott spoke up waving. "We've got enough room here, pull up some chairs and they can join us. That is if that's ok, Peter," Scott said glancing to the teen.

"Scott Jean Ororo! … and CK?" Peter blinked in confusion at the reporter and the three X-Men. "What are you guys doing here?"

"Double date," Jean smiled, "And are you going to introduce us to your dates?"

"This is my Aunt May and my girlfriend Mary Jane," Peter introduced as the waiter came back with three chairs. "We're out celebrating MJ getting work with a modeling agency." Peter said proudly draping an arm across the younger redhead's shoulders.

"I'd rather go to college, but with all the insanity of my last two years of high school my grades dropped and I can't really afford it right now," Mary Jane explained, "And every little bit helps, Peter makes pretty good money with the Bugle, but JJ really doesn't treat him right …"

"So how'd you end up with Ororo, Scott and Jean?" Peter asked changing the subject.

Clark blinked rapidly and turned a little pale as he glanced at the three X-Men. "Um … well… you see … I was working on a report on Xavier's Institute and … met Ororo, and we met that way." He stammered, causing Jean to snort and chuckle. "How about you, how do you know them?"

Peter looked like a deer caught in the headlights.

"Young Peter has helped us on many occasions …" Ororo explained, causing Peter to make a rather high pitch squeak.

"With their website!! I helped them a lot with their website!" Peter said a little too forcefully.

Jean doubled over laughing so hard she snorted. "He also used to date a student there," Mary Jane said which seemed to cause Jean to laugh even harder.

"What's so funny?" Peter and Clark asked in confusion.

"You two … it's just … the irony … so … oh God I think I popped a rib …" She forced between gasps as she laughed.

"Jean …" Scott said nudging her.

"I'm ok … I'm ok …" Jean took a few deep breaths but as soon as she looked up at Clark and Peter she snorted loudly and doubled over in laughter again.

"Why don't we go freshen up," Ororo said grabbing Jean's wrist and dragging her from the table.

"What's with her?" Mary Jane asked watching the two women leave the table.

"Jean hasn't taken her meds today," Scott explained with a tight smile.

Short while later Jean and Ororo returned, though Jean was a little red in the face. "I'm sorry … and we'll talk about my medication when we get home tonight, Mr. Summers. I'll be happy to give you some of your own…" Jean said with a cold glare to her boyfriend.

"It certainly is nice to meet friends of Peter's, and to have a nice dinner." Aunt May said with a smile. "I know Peter has so few peaceful evenings anymore …"

"Oh crap…" Peter closed his eyes as his spider-sense tingled. "Had to say it…"

A loud crash echoed as what looked like a pile of rocks flew through the window of the third story restaurant before coming to a stop in front of their table. "Ok, Big Guy, now ya made me mad …" Ben Grimm growled as he climbed back to his feet.

"Don't mind us folks, just continue enjoying your dinner!" The Human Torch said as he hovered before the broken window. "HEY BEN! GET YOUR FAT BUTT BACK OUT HERE AND HELP ME BEFORE SUE AND REED FIND OUT!"

"I've gotta go … to the bathroom … I had White Castle earlier," Peter said, getting up from the table.

"Be careful!" Mary Jane called after him, before glancing to Clark. "He … has hemorrhoid problems…"

"Ah … I'm going go see what's going on, maybe scoop Lois to the story…" He said quickly getting up from the table.

"Should we go help too?" Ororo asked, glancing to Jean and Scott. But found Scott patting Jean's back while she was half choking half laughing.

Clark shot down a secluded hallway toward the restrooms. But instead of going in where he knew Peter was headed he went to the supply closet across the hallway. He quickly pulled open his button up shirt revealing his symbol before opening the door. Clark Kent and Peter Parker froze in mutual surprise and terror. "You're …" They both said as Clark saw Peter in the Spider-Man suit pulling on the webbed boots while Peter just stared at the S-Shield on Clark's chest. "No way…"

Meanwhile in the dining room, Jean who had been scanning the pair with her powers lost all sense of control and doubled over in loud, near manic laughter.

"So … You're …" The two said awkwardly still staring at each others costumes.

"We can talk about this later, right now Johnny and Ben need some back up …" Peter gulped as he stood up and pulled on his mask.

"Right … Right, lets go to work," Clark replied finishing removing his suit and glasses.

--

"Awe snap…" Johnny Storm the Human Torch whimpered as he dodged a fire ball not of his own creation.

"Ok, Storm, what did you do to piss off Godzilla," Spider-Man asked swinging in and sticking to the side of a building near the floating Torch.

"It's all Reed's fault," Johnny replied throwing a fireball at the thirty foot dragon-like creature. "I thought it was a microwave …"

"You thought what was a microwave?" Superman asked floating beside him.

"Superman? THANK GOD!" Johnny cheered.

"The Microwave in the kitchen is torn up, right, and Reed hasn't fixed it yet." Johnny explained bashfully, "I was hungry so I fixed me a bowl of Spaghetti-O's. I went into Reed's lab and put it in what looked like a Microwave and set it for eighty seconds … and instead of a bowl of hot pasta I get a rabid giant iguana!"

"I thought Susie and Reed forbid you from being in the lab without them being there with you?" Spider-Man asked cocking his head to the side.

"Actually, I'm forbidden from ever looking at the lab regardless of who's there …" Johnny gulped.

"My friend, this should be a lesson to you to start listening to what you're told," Superman said, "I'll take care of your mess this time, but next time you're on your own…" He shook his head before he shot toward the monster.

The monster roared and snapped at the Man of Steel before he flew between its massive legs to grab its long tail. "I'll be back, Spidey!" Superman called as he pulled the monster into the air and flew toward the north.

Spider-Man and Torch landed beside the dazed Thing. "There we go … so … Spidey, you're a brain …" Johnny said glancing to his friend. "Think it's possible to fix the massive gapping hole where the lab used to be before Reed and Sue get back from Paris?"

"When are they coming home?" Spidey asked.

"Late tonight …" Johnny sighed.

"You're boned dude." Spider-Man laughed before swinging off.

"Ben?" Johnny asked glancing to his friend. "Ideas?"

Ben just slapped him in the back of the head before stomping off. "I'm doomed …" Johnny whimpered.

--

Jean smirked when she saw Clark and Peter walk back from the bathroom. Clark was scribbling on a notepad while Peter was pointing to it and speaking in hushed tones. "So I take it you guys had a very revealing experience in the Men's Room?" Jean asked as they took the seat.

"Had to hold his hand while he discharged the White Castle poison," Clark responded with a smirk, "It was an incredible bonding experience. Then Peter helped me get some accounts on the monster attack."

"This still amazes me," Clark said looking around at the still packed dining room. "A group of super heroes fight a giant monster just outside, and people just go on like nothing happened at all."

"Welcome to New York," Jean smiled as she held up her wine glass.

"Anyway, with Peter's help I may have a story that'll get me a raise at the Bugle." Clark said glancing down at the notes, but his eyes widened when a glass of wine dropped from over his shoulder and spilled all over the notepad.

"Oops!" Lois Lane gasped looking mock-apologetic. "I hope those notes weren't important …"

"Hello, Lois," Clark gave a tight smile to the brunette.

"Looks like your notes are ruined …" Lois tutted, shaking her head dramatically. "But don't you worry the news will be reported. I'll carry on where you have failed…"

"Hey, Clark," John Jameson said coming up behind Lois, who dramatically wrapped her arms around and slumped against. "Don't mind me, Smallville, I'm just a little tipsy …"

"You only had one glass of red wine, Lois …" John blinked.

"I don't drink that often and I guess I can't hold it very well …" she said with an exaggerated hiccup.

"If you're drunk I'll just drop you off at your apartment and let you sleep it off," John smirked at his girlfriend.

"Sober!" Lois stood up perfectly straight.

"Lois, we have work tomorrow," Clark commented scoldingly.

"Oh come on, Smallville, no wonder your single!" Lois snorted. "Early to bed early to rise and all that Kansas horse crap." She laughed earning glares from the three X-Men accompanying Clark. "Me, party all night, close out with a little loving with my big strong astronaut, and still have a prize winning article before you can even turn on your computer in the morning!"

"And how far in advance did you have to make reservations here, Smallville?" Lois asked with her chin held high.

"Two weeks …" Clark answered with a great temptation to use his heat vision to catch her dress on fire.

"Ah, well see if you were as high caliber as me and Johnny here, you could just walk in and they'd FIND you a table. Regardless of the little peons trying to climb the ladder of society such as a farm boy like yourself."

"Oh really?" Jean asked glancing to Aunt May Peter and MJ. "How did that work?"

"Simple really, JJ wanted me to take John out on the town before he goes back into space this weekend," Lois explained, "So he called up and spoke with the manager. Apparently a couple college kids with an old lady had a reservation. They're young, or at least two out of three are so they can come back anytime. John's only got a couple days before he goes on his space flight."

"Uh oh …" Peter groaned.

"Spider-Sense?" Mary Jane whispered to her boyfriend.

"No, Aunt-May-Sense …" Peter whimpered glancing to his now red faced Aunt.

"Now see here, young lady!" May bellowed as she stood to her feet.

"Aunt May, remember your blood pressure …" Peter said trying to ease her back down into her seat.

"Screw my blood pressure," She spat before glaring at the awestruck Lois. "Mary Jane has worked hard for what she's accomplished and my nephew has put a lot of time and money in celebrating her success. And you swoop in with your pretty boy boyfriend his deep pocketed father and try to mow over him? Little girl, when I'm done with you you're going to feel like you've been pounded on by the Hulk!" She said starting to stomp toward her, but was grabbed by Peter.

"If it makes any difference I really didn't know what my father and Lois had done … I think we better go, see you Clark, Peter," John said apologetically as he pulled the equally angry Lois toward the exit.

"Bye Lois!" Clark waved with a cheeky smile.

"Kiss my ass, Smallville, you and your old hag friend!" Lois said flipping them off.

"Old ha… GET BACK HERE YOU DAMNED UPSTART!" May yelled, shaking her fist.

Peter wrestled Aunt May back into her seat, who turned her angry glare to him. "Peter is your Spider-Sense tingling right now?"

"Like you wouldn't believe …" Peter gulped.

"Rightfully so." May growled with narrowed eyes.

"She's really not that bad," Clark gave a small smile. "Lois, she's just got one of those personalities. She's really the kind of girl you'd call a wild cat … a rabid wild cat … on speed."

"Between the fight and Little Ms. Sunshine, I think this date's taken enough of a beating," Jean said pushing her empty plate away.

"So want to meet after work tomorrow to talk about what we've learned today, Peter," Clark asked with a small smile to his friend.

"Sure," Peter agreed as the group stood and left the restaurant.

--

After arriving at the Mansion, Jean and Scott went in first leaving Clark and Ororo alone. "So …" Clark said awkwardly.

"As you would say, it was a very swell evening," Ororo smiled up at the man.

"Other than the giant lizard, sure was," Clark smiled, but his eyes widened when Ororo bolted upward, wrapping her arms around his neck and pressing her lips to his. Clark stood frozen for several moments before he relaxed and wrapped his arms around her back.

After several moments the two came up for air and gazed into each others eyes. "Stars and garters …" Clark whimpered.

Clark's expression turned to worry as Ororo's blue eyes suddenly filled with tears.

"Ororo, what's wrong?" He asked as she glanced away. "Was it something I said?"

"Yes, but unintentionally …" Ororo sniffled.

"What do you mean?" he asked, but she simply took his hand and pulled him around the side of the Xavier Mansion.

He wordlessly let her lead him toward a large garden. And in the center was a grave stone.

Clark stood with her at the foot of the grave and he read the name "Henry 'Hank' McCoy" carved into the stone.

"Beast … Henry was my best friend. My first love … my first lover. His mutation he considered a curse. He had a gorilla like body, and toward the end he was further mutated into a blue furry creature… but his spirit's beauty more than made up for his appearance…"

"He sounds like he was quite a guy…" Clark said as Ororo wrapped her arms around Clark's waste and rested her head on his shoulder.

"He is …" Ororo said nuzzling his chest.

Clark said nothing else as he held the mourning girl close.

--

"How's Lana?" Lex heard from the entrance of his office.

"No worse for wear, thanks to Superman and Daredevil," Lex smiled as the curvy brunette in a long buttoned up lab coat. "Speaking of the Man of Steel, how's Dr. Banner since his fight with him?"

"Bruce is fine, and I have the sample you requested," she responded walking up to the desk.

"Thank you," Lex smiled at the young woman. "Does Fury know about this?"

"Officially? No. Unofficially, anything to help the Neo Super Soldier project along," she smiled suggestively.

Lex nodded and looked at the blood sample. "Ah the properly mixed gamma irradiated blood, beautiful … almost as the woman who brought it."

"Are you trying to get in my pants, Mr. Luthor?" the woman asked with a suggestive pout.

"Why ever would I want to do that…" Lex asked placing the sample in his desk before standing. "Again?"

"Sex wasn't part of the deal, Lex," the woman said watching as Lex approached her. "Besides, what would Lana think?"

"What Lana doesn't know won't hurt her, Dr. Ross," Lex said pulling her to him and kissing her deeply while unbuttoning her coat.

To Be Continued…


	7. Chapter 7

**Chapter 7: Fallen Heroes**

Clark Kent adjusted his glasses as he walked into the bullpen of the Daily Bugle and made his way to his desk. He sat down and began looking over what he had to accomplish for the day. "So how's Ms. Monroe?" an icy voice spoke from behind him.

"Oh, hi, Lois," Clark said, turning to the brunette.

"Was she disappointed when your Farmboy code kept her from staying the night?" Lois cocked an eyebrow as she sat on the corner of his desk.

"How do you know she didn't?" Clark asked deadpan, just as Peter walked up.

Lois' jaw worked up and down. "Ask Lana all about how innocent I am, Ms. Lane, I might be able to teach you a thing or two." Clark grinned innocently.

"Oh boy …" Peter gulped glancing back and forth. "Hey, CK, care to come with me for a sec," Peter said grabbing Clark, pulling him from the seat and on toward the elevator leaving Lois still dumbstruck at Clark's desk.

"Are you nuts?" Peter asked as the elevator doors closed and it began rising toward the rooftop. "I don't care how invulnerable you are, she will find a way to kill you if you piss her off enough."

"I've actually got it down to an art form. It's kind of entertaining," Clark grinned as the elevator dinged. "I take it you didn't pull me out of there just to warn me about Lois?"

"You're right," Peter said glancing out to make sure they were alone. "Rhino's hitting a bank downtown, and he usually gives me some trouble, care to help?"

"Sure, that's what I'm here for," Clark said as he pulled open his shirt to reveal the symbol on his chest.

"How come I can't be that cool?" Peter sulked as he shucked off his jacket and tee shirt revealing his Spider-suit underneath.

A few moments later swinging and flying above the streets, Superman and Spider-Man raced toward the bank. "So how many folks know Mr. Mild Mannered Report and Big Blue are one in the same?" Spider-Man asked as he swung through the air.

"Ma and Pa, Prof. Xavier, a few of the X-Men …" Superman grimaced, "And Lex and Lana Luthor," he finished and Spider-Man almost fell out of the air.

"THE Luthor's?" Spider-Man asked in astonishment, "Why in the name of Captain America's Star Spangled boxers do those two know?"

"Lana, Lex, and I are … old friends," Superman sighed, "Lex was … different back then, Lana was too…"

"I can understand that … I've had a few friends of mine that went baddie on me too," Spider-Man said as he spun in the air before firing another webline.

The two arrived at the rooftop overlooking the First National Bank. "Rhino, huh? Really strained himself to come up with a name, did he?" Superman commented as he hovered near Spider-Man watching the massive man in a mechanical rhino-like battle suit. "You want a break from the action, Spidey?" Superman asked his masked friend. "I got this one."

Superman floated down toward the chaos. "Excuse me," The Man of Steel said with his arms folded over his chest. The Rhino turned and glared daggers at the floating hero. "There are much better ways to release frustration and stress, Sir." Superman said with a quirked eyebrow.

"Oh yeah, I'd say I just found one," Rhino sneered, sitting down the large bag of money and ran toward Superman just as he landed softly on the asphalt.

Superman effortlessly caught Rhino by the horn, "Hm… that suit looks expensive." Superman noted looking over the mechanical titan towering over him. "Is that hydraulics?" He said before firing a blast of heat vision through the metallic joint of his knee.

"Wha?" Rhino asked in shock as his knee lost power. Superman then snapped the horn off, before catching him by the arm, tearing the arm from the suit, before doing the same to the undamaged other leg.

"Lie down and take a rest, Friend." Superman said, lifting what was left of the Rhino suit with the man still inside before slamming him down so hard it caused nearby car alarms to go off.

The Police quickly surrounded the Knocked-Out super villain and gathered his discarded loot. "Thanks for the help, Superman," One cop said with a smile.

"It's why I'm here, Sir," Superman saluted before flying back up.

"That wasn't so bad," Superman smiled as he rejoined Spider-Man on the rooftop.

"I really need better powers," Spider-Man snorted before the two started back toward the Daily Bugle.

"No you don't," Superman said to his friend, "Yours are fine. You do far more for the community than you think."

"Wish I got some appreciation for it…" Spider-Man sighed.

"I hear everything, Spidey," Superman said as they entered the back window of the Bugle. "Not everyone thinks you're a problem, Jonah just drowns them out around you."

"Hang in there, Pal," Clark said as he the two began to redress in the storage room. "Good things come to those that never give up."

The elevator dinged in the bullpen of the Daily Bugle, and several men close froze and stared as the exotic young woman stepped into the crowded office. She was dressed in form fitting black trousers, a sleeveless white blouse, and her long snow white hair tied up in a multicolored scarf. "Excuse me?" She stopped, turning her crystal blue eyes on one of the office workers. "I am looking for Clark Kent, can you help me?"

"Right down there, fifth desk on the left," he stammered, pointing down the lines of desk. "I think he left with Parker a while ago, but should be back soon."

"Thank you very much," She said graciously before continuing on toward the desk, a sack held firmly in her hands.

She stopped at the desk and looked around for a moment before sitting down in his leather chair. She smiled when she saw the pictures that decorated the rather neat workplace. There was one of him and a furry farm dog, and another with an older couple she assumed was his parents. "That's cute," Lois' snide voice broke her from her thoughts. "Bring Smallville his lunch, Ms. Monroe? Did you remember his jelly on the peanut butter sandwich?"

"Good afternoon, Ms. Lane," Ororo lifted her chin and looked to the reporter with her eyes turning cold, some noticed some dark clouds forming above the building. "Is there something I can help you with?"

"Just trying to figure out what your game is," Lois said leaning against Clark's desk.

"I am afraid I don't quite understand your meaning," Ororo frowned.

"I'm not as blind and naïve as Clark," Lois narrowed her eyes. "I know who you are, _Storm_. You work for Charles Xavier and his Mutant school."

"I see," Storm sat the lunch bag on the desk and rose to face her. "I had heard some bad things about you, Ms. Lane, but this is the first signs I have seen of you being against Mutants."

"Don't have a thing against Mutants, Monroe," Lois growled, "I'm double jointed and left handed, by the time those idiots in Washington get done, that'll be considered a dangerous mutation too. But what I do have a thing against is people using others for their own benefit."

"I am afraid I'm still a bit confused…" Ororo blinked.

"I know you're not dumb," Lois snorted, and punched Clark's desk, "Back in Smallville, Lex Luthor and Lana Lang played him like a concert piano. Then when they used him up they threw him out of their lives like bad leftovers. I will not stand here and let you and Xavier play him so you can get a reporter to give you good press."

"I assure you, that is not the case," Ororo said, crossing her arms. "I am with Clark because I honestly care about him and I enjoy his company."

Lois snorted again, and Ororo was quickly growing annoyed with the sound. "Really? I'm sorry but I don't see what an exotic beauty like you could see in the Hayseed Farmboy from Kansas. What is it? The whole 'awe shucks' thing get you hot and bothered? Got a flannel fetish there?"

"Perhaps I do," Storm countered with a raised chin. "He is a great comforter, probably more so than your space man always flying up into space for General Fury." The X-Man saw the reporter falter for a moment, and moved in for the kill. "Clark is far more than, as you put it, a Hayseed Farmboy from Kansas. I could see how you would mistake it for naivety but, let me assure you… Underneath that gentle, humble exterior is a strong and powerful man; the kind of man that would cause any woman to tremble in anticipation and continue in his wake."

"You know what I think," Ororo smirked and quirked an eyebrow. "I think you just don't like the fact that Clark Kent isn't at your beck and call. I think you're jealous."

"What?" Lois exclaimed and blinked.

"You are not the only one with protective feelings toward him," Ororo narrowed her eyes as thunder bellowed outside the office window. "What you did last night was low and very unprofessional of a reporter of your standings. Destroying Clark's notes was disgraceful! And the way you kept glaring at me, and shoving your lover in Clark's face. What or who are you feeling threatened by?"

"Or is it your current life you consider the threat?" Storm pressed on, cornering Lois against the desk. "Tell me, did Clark come to save you often in Smallville? That's what he does oh so naturally to everyone, so I wonder are you waiting for him to come and save you again from the life you're in?"

"Look here, Little Ms. Superhero," Lois snarled, reaching out to grip Ororo's blouse, "I'm pretty happy with my life like it is right now, and I don't need Lone Hero from Smallville High swooping in and helping anymore. I'm a big girl and can take care of myself, and…" She closed the gap to hover her face a few inches from Ororo's. "I am bitch enough to take care of you too."

"I came here to spend some time with _MY_ Boyfriend," Ororo growled, closing the gap farther till their noses almost touched. "But rest assured… if you start something now, Ms. Lane, I. Will. Finish it."

"Ro!" Clark's voice rang out, and the two women stepped back, smiling back to Clark as he approached with Peter. "What are you doing here? Lois wasn't bothering you, was she?"

"Heavens no, Clark," Ororo smiled, placing a hand on Lois' shoulder. "We were just having a friendly discussion."

"Thought I'd give her some of the scary stories of you as a farm brat, Smallville," Lois replied with just as bright a smile as Ororo's.

"I brought you lunch," Ororo said taking the bag from the desk, and handing it to Clark.

"Great, I'm starved! Want to eat on the roof? I know you love the outdoors, Ro." Clark smiled, kissing her on the cheek.

"That sounds lovely! You go on up. I'll grab us some sodas and be along shortly," Ororo smiled, and Clark nodded and headed to the elevator. As soon as the door was closed she turned back to Lois with a confident smile.

"This isn't over," Lois growled as she followed Ororo to the soda machine near the desks.

"I did not suspect it was," Ororo said, looking for change in her purse.

"Bitch."

"Prostitute."

"You ready, Captain Jameson?" General Nick Fury said as he, Captain America, Col. Danvers, and a busty young blonde in a suit and sunglasses escorted the astronaut through the SHIELD Helicarrier decks.

"Too bad Lois couldn't be here to see me off," John said with a smile. "It was hard leaving her this morning…"

"I'm sure it was," Fury smirked.

"Wow… it's … it looks different than I expected," John said as he looked at the strange shaped space craft.

It was a massive shuttle-like craft, seemingly half metal and half crystal. "Once you leave orbit, the modular Star-fortress can be transformed into a new, mobile space station." Col. Danvers explained to Captain Jameson as they approached the rest of the ship's crew.

"Alright, Captain, you and your crew will take the craft into orbit. You will then shift the craft into space station mode and do a full weapons test on the select targets," Fury instructed, "once we sure it works, you will remain in station mode for twenty four hours before shifting back to shuttle mode and return home. Understood?"

"Yes, sir," Jameson nodded, before saluting and going entering the strange craft with his crew.

"Go get with the others," Fury turned to the young blond, "Be ready in case someone comes after the prototype."

"On it, Dad," she nodded, before turning and walking away.

"Dad? Doesn't she notice the … difference?" Carol asked curiously.

"She's adopted," Fury smirked, "Poor Linda was traumatized from a young age… has no memory of her life before she was fifteen."

"Isn't there laws against what you did to her?" Carol asked, crossing her arms.

"She's legally adopted, so she didn't remember what planet she was born on… And it's not like she's human," Fury snorted, "And besides, the reaction of solar energy on her body makes her quite useful to SHIELD."

"You act like he's never done this before," Jimmy Olson complained as he and Clark watched Lois pace in the control center at the STAR Labs space program command center.

"Well, it is a prototype," Lois replied worriedly. She had been invited by John to view and report the launch from the command center. She 'asked' Jimmy and Clark to accompany her, as 'nicely' as possible. She only gave a few minor physical threats about them being her moral support while she would be the one responsible for the article on the launch and mission.

The room exploded with cheering and applause as on every overhead monitor images of the high speed shuttle lifting off for the heavens. "See, Lois, not a problem at all…" Clark drifted when a loud whistle, higher pitched than any human could hear.

"Kal-El!" Vision's voice spoke through the whistling.

"Vision?" Clark whispered out loud, stepping away from Lois and Jimmy.

"Kal-El, the space shuttle the humans just launched," Vision said in a grave tone. "They have mixed the human's technology with that of Krypton!"

"It's in the hands of the United States," Clark whispered, "If it was Dr. Doom, I'd be worried but…"

"Kal-El, if they bring the Kryptonian and Human technology online. They cannot operate together without proper power alignment… It is highly unlikely the humans are aware of the effects…" Vision replied.

"Oh no…" Clark breathed, turning toward the door.

"Best case scenario it simply fries the computer systems, temporally trapping them till the systems can reboot, worse case it throws the ship off and it crashes into the atmosphere…" Vision explained.

"No scenario," Clark said as he quickly walked out of the command center, pulling open his shirt as he went, revealing the symbol on his chest. "I've got it."

"General Fury," a radar operator spoke up, grabbing the attention of the SHIELD Commander from where he stood watch.

"What is it?" Fury asked.

"Something's flying on a vector with the space fortress," the operator replied, then pulled up a satellite feed.

"Superman…" Fury pressed into his ear piece. "Ultimates, hostile in route to the fortress, intercept the alien."

Captain America stood on a hill side near the launch pad, and looked out with his binoculars. "It's Superman, won't hurt him but give him a warning shot anyway, Hawkeye," the Living Legend ordered the purple clad archer beside him.

"One warning shot coming…" Hawkeye activated the scope in his lenses and got a good look at the Man of Steel's face. "I'm out. You guys can take him on if you want, but I'll have no part of this one."

"Hawkeye?" Captain America looked surprised. "We have a threat on our hands."

"Take my word on it," Hawkeye waved, "We don't."

"He's headed for the prototype, we can't risk it…" Captain America bit his lip, feeling something was off but there was no way he could allow the prototype's technology to fall into the wrong hands. "Tony, you're up!"

"Alright," Iron Man stepped up, "It's like skeet shooting…" He said as his chest plate opened to reveal an Omni cannon.

Superman barely was able to brace himself before the beam of repulsor energy slammed into him. He shook his head just in time to roll with the punch from the Golden Avenger. "You don't understand!" Superman rolled in the air, crossing his arms to shield himself from Iron Man's repulsors.

"Don't know what you want Fury's new toy for, Big Blue," Iron Man said, firing another volley of blasts, "But you ain't getting it!"

Superman ducked as the flying shield aimed for his head. "Cap!" Superman cried out, turning his attention to Captain America. "The crew of that ship is in danger!"

"We know," Captain America caught the shield, "Hence why we've stopped you."

"I'm not the danger here," Superman replied, "I don't have time for this, Captain, its life or death."

"A perfectly stable ship with no signs of trouble continues its mission," Captain America frowned, "or let the flying man who took the Hulk go up after it? Pardon me for being a little suspicious."

"I grew up reading about what you did during World War II," Superman stated, holding hard eye contact with Captain America. "What if you accepted the reports that last German castle was fully secure? I know you received orders to stand down… what if you did that, Captain? What would have become of this country?"

"Don't listen to him, Steve," Wasp said, glaring up at the hero. "He's playing with your head!"

"Iron Man, Wasp, stand down," Captain America said loudly.

"Sorry, didn't read you," Iron Man said, taking to the air and flying toward the Man of Steel.

"DAMN IT, STARK!" Captain America called out after the Golden Avenger.

"I don't want to fight you, Iron Man…" Superman said as Iron Man flew toward him.

"It's not going to be a fight, Cape-Boy," Iron Man said, opening his hand and fired a repulsor blast point blank. Iron Man hesitated when he realized someone was holding his hand. "Huh… I was right…" Iron Man whimpered before Superman spun and sent the armored hero hurling toward the ground.

Superman shot toward the ground and caught Iron Man before he slammed into the ground. "Forgive me for this, my friend," Superman said as he used his heat vision to melt the main joints of the armor. "I've wasted too much time…" he said before flying back toward the sky.

Before the Man of Steel could get too high a hard fist slammed into his face sending him staggering backwards before a bolt of lightning hit him dead center in the chest.

"Thou shalt not pass!" Superman heard before he looked up to see the two floating in his way.

"Hit him again, Thor," White leotard and red cape clad Power Girl smirked, "I don't think he's learned his lesson."

"The crew of that ship is in danger!" Superman stated, glaring up at the two.

"Doth thou think the Son of Odin a fool?" Thor asked, flying forward and slamming Maijor into the Man of Steel's face. "I smite thee with mine mighty hammer!"

"I've been waiting for a chance to cut loose for a long time!" Power Girl grinned, before she finally caught sight of the symbol on Superman's chest.

"_I will always be with you, my son. Take care of each other …" He said placing the crystal to his forehead for another moment then placed with the baby then sealing the pod. "I love you both my children … now … fly … fly …" He said falling back from his injuries as the rocket's engine took to life and shot into the sky. _

"What?" Power Girl breathed, before a beam of red concussion energy slammed into her back.

"What tis the mean of this?" Thor asked, turning to see the X-Jet making a pass. "AHH!" He cried out when a bolt of lightning struck his hammer.

"Superman!" Storm cried out as she flew toward the fight. "GO!"

"Thank you…" Superman said, smiling at the X-Man, before disappearing in a flash of blue and red.

"C'mon, Kent, faster…" Superman whispered to himself as he flew toward the ship.

"This is Mobile Fortress One to Houston," Superman heard Jameson speak from the cockpit of the ship. "Preparing to bring full systems online…three seconds till black systems activate."

"NO!" Superman called out and pushed himself more than he ever had before.

He was less than a few feet away from the craft, when it exploded brightly and violently.

"Oh God no…" Superman breathed as he saw the pieces of jagged burning metal plummet back into orbit. He quickly used his various types of visions to scan the falling wreckage for any signs of survivors, and a deep sick numbness washed over him as he found none.

"I'm sorry…" Superman whispered before turning back and flying back toward the command center.

He landed outside where the group was watching in a mix of hope and horror. "I'm sorry… I did what I could…"

"You did what… you… IT'S YOUR FAULT YOU FREAK!" JJ screamed, pointing a finger at him. "I'll have you hunted down!"

"Ms. Lane… I'm… I'm sorry…" Superman said, turning toward the once strong reporter who was barely leaning against a wall with tears running down her face. "You won't have to worry…" he said as he glanced back to Jameson. "You won't have to worry about it. I'll be letting the real heroes handle it from now on…" He said, taking to the air.

"Superman, wait!" Lois looked up, but the Man of Steel never slowed. "It's not your fault…"

Hours later Ororo Monroe walked briskly through the apartment complex in New York. She stopped at the door and waited a moment. "I know you know I'm here, Clark, open up." She said, firmly knocking on the door. "Open this instant!"

"Hey, Ororo…" Clark said with a forced smile as he opened the door. "Maybe you should come back later… I'm not much for company right now…"

The X-Woman crossed her arms and shook her head. "I'm not leaving until we talk." She said, letting herself into the apartment.

She glanced at the kitchen isle and the Daily Bugle edition lying on the table. "You can't let Jameson's words get to you…" reading the headline made her want to strike the old fool down with lightning till he was nothing more than charred ash. 'Alien Murderer Shows True Colors'. "That's bullshit."

"It's not like with Peter when he makes up things to defame him… this was my fault…" Clark said, sitting down roughly on the couch. "That was my technology on that ship. I should have known he had it. I should have stopped it before it even got into orbit… It's my fault Lois is at home crying her eyes out right now, screaming in pain right now. It's all my fault."

"It's Fury's fault for misusing technology he did not understand," Ororo replied, sitting down on Clark's thigh. "Look at me. It's not your fault. You did everything you could. You did more than anyone else could." She smiled softly as she touched his face. "You can't quit. What is it Peter likes to say… with great power comes great responsibility."

"I'm only getting in the way, 'Ro," Clark sighed, "Better let the real heroes like you and the Ultimates do their thing. They might have been able to help if I hadn't distracted them…"

"You truly cannot see the gift that you are on this world, can you?" She asked with a shake of her head.

"Didn't seem much of a gift today…" Clark sighed, blinking when she pulled his glasses off his face.

"You are to me," She said softly, "And every day since the day we met," She whispered before kissing him soundly.

As the kisses deepened and hands began to explore, Hawkeye lowered the binoculars. "Go Clark…" he smirked before turning and walking away.

"This was a mistake…" Fury sighed as he sat at his desk.

"Capt. Jameson's father has given us the perfect way to cover ourselves, General," one of the members of SHIELD Oversight stated over speakerphone.

"Excuse me?" Fury sat up, "Jameson is blaming Superman for attacking the ship and destroying it…"

"Indeed, he is," came the response.

"Are you sure it's wise to make an enemy out of someone who can take on the HULK one on one?" Fury asked, shaking his head.

"Superman's psych profile as well as his statements after the disaster shows he will likely be a nonissue from this point on. We will likely never be troubled with him again."

"This is dirty…" Fury growled.

"No worse than what you've done to keep your team together, General, Oversight out."

"General…" Fury sighed and looked up to see Captain America with his mask pulled back and an angry expression on his face.

"Rogers…" Fury replied, glancing up at the Living Legend.

"With all due respect…" Steve said, calmly walking toward the desk, before punching a dent into the top of it. "This is Bull Shit, Sir."

"This isn't the forties, Rogers," Fury replied, "Truth and Justice have been dead and buried since before I was in grade school, and the American Way is now to bury anything that makes us look bad in piles of horseshit."

"This is wrong…" Steve shook his head, "First Banner, then Pym, and then Superman… The first two I let go because they were partly responsible, but this. Nick, this is sick."

"Are you sure they were responsible… or did I just tell you that?" Fury asked, crossing his arms. "Go ahead, go and try to fight against this, be my guest, but you got an uphill battle, and you won't win."

"Fine," Steve said, pulling his mask back on and stomped out of the office.

Fury just smiled, "Good man…" He turned to look out his window. "Hulk is contained, and Superman has quit, and Cap has his fire back," Fury whispered to himself, "Maybe things will get back to how they should be…"

Just outside the orbit of Pluto large ships flew quickly through space. "We will be at the target planet in a few days," the digital voice spoke from the computer.

"You hear that, my dear?" the man on in the command chair smiled, "We have tracked the Son of Jor-El, and soon the last of the House of El will fall."

"Yes, General," the woman beside him nodded.

"Yes… and all those pathetic insects native to this _Earth_…" The General smiled to himself, "They will all… kneel before Zod."

**To Be Continued… **

Next chapter: Superman has given up his role of a hero, but as the forces of General Zod invade, the world needs him more than ever… coming soon Chapter 8: Ultimate Zod


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